A. Participating Members’ Rules and Agreement

Both Corporate Participating Members and Sustaining Donors may create a Corporate Account. The Participating Members’ Rules and Agreement set forth below shall apply to Corporate Participating Members.

Article 1 (Purpose)

This Agreement (hereinafter, the “Agreement”) sets forth the rules for participating members of The Board Director Training Institute of Japan (hereinafter, “BDTI”) with respect to admission, payment of dues, and other matters.

Article 2 (Participating Member)

A “participating member” shall refer to only those individuals, juridical persons, or other organizations which have applied to be such in compliance with all provisions of this Agreement, and which BDTI has accepted as such.

Article 3 (Admission)

1. A person or organization desiring to become a participating member must submit the participating member application form in the format determined by BDTI. The applicant must set forth in the form the number of membership units it wishes to obtain.
2. After the aforementioned application form has been submitted, BDTI will promptly determine whether the applicant is qualified to become a participating member, and if so, will notify the applicant.
3. The procedures referred to in the two preceding clauses may be carried out online, using an online application form separately designed and created by BDTI.

Article 4 (Annual Dues)

1. Each year, participating members will pay to BDTI annual dues in the amount set forth on a chart that has been approved by the board of directors of BDTI.
2. Payment of the aforementioned dues shall be made by the method and at the timing determined by BDTI separately from this Agreement.
3. The dues referred to in this Article shall in no case be refundable, irrespective of the expulsion of (or withdrawal by) a particular participating member, or for any other reason.

Article 5 (Benefits)

Participating members may receive benefits as decided by BDTI separately from this Agreement, depending on the number of “units” held by each participating member.

Article 6 (Withdrawal or Expulsion)

1. At any time, a participating member may withdraw its membership, by submitting the withdrawal application in the format as separately determined by BDTI.
2. In any case where it has been revealed that a participating member has misrepresented any of the facts in the participating member application form, or a participating member has violated a provision of this Agreement, damaged the reputation of BDTI in some way, or where there is any other just cause such as affiliation with organized crime or other just cause, BDTI may expel that person or organization as a participating member following a decision to do so by BDTI’s board of directors.

Article 7 (Loss of Qualification as a Participating Member)

In addition to the provisions of the preceding Article, a participating member will lose its qualification to remain as such if any of the following conditions exist:

(1) The participating member has died, or (if an organization) has been　liquidated or dissolved; or

(2) The payment described in Article 4 above has been in arrears for one month or more.

Article 8 (Publication/Disclosure of Participating Members’ Industry and Name)

If given permission by a participating member, BDTI may publish and disclose the name and industry type of that participating member in any materials explaining about BDTI, including BDTI’s website.

Article 9 (Detailed Matters and Rules)

The Representative Director of BDTI may determine any other more detailed matters or rules, as required for implementation of this Agreement.

Article 10 (Changes)

Any changes to this Agreement can and shall be made based on decisions by BDTI’s board of directors.

 

B. Use of the Director Bank Service

Corporate Account holders may register for, and use, the Director Bank Service. Set forth below are the Registration Rules for the Director Bank Service (the “Service”).

Registration Rules for the Director Bank Service

1. The Director Bank Service

1. The purpose of the Service is to provide information on registered persons (“Registered Persons”) who wish to serve as directors or audit & supervisory board members (“Directors, etc.”) to registered companies or other organizations (“Registered Companies”, irrespective of the type of entity or organization; with Registered Persons and Registered Companies collectively referred to herein as “Users”) that wish to hire or search for Directors, etc. For clarity, the purpose of the Service is not to carry out “employment placement” (shokugyo shokai) as defined by the Employment Security Act.
2. The Service may only be used for the purpose of hiring or searching for Directors, etc. candidates (in the case of Registered Companies) or for the purpose of seeking positions as Directors, etc. with companies (in the case of Registered Persons). Registered Companies may also use the Service not only for appointing Directors, etc. to their own boards, but also for appointments at their subsidiaries and affiliates, recommending Directors, etc. to companies in which they invest, or (in the case of Registered Companies carrying out personnel placement, etc.) seeking Directors, etc. on behalf of clients. However, Registered Companies must use the Service themselves and may not allow any third party (meaning a subsidiary, affiliate, company in which they invest, or client, etc.) to use the Service directly.

2. Registered Information

1. BDTI provides no guarantee whatsoever with respect to the reliability, accuracy, or sufficiency (whether all necessary information was included or not) of the information that is input or uploaded when a Registered Person uses the Service (including any PDF or other files of résumés provided by Registered Persons; hereinafter “Registered Information”), including whether the Registered Person is who they claim to be and whether or not the information is current or has been fully updated.
2. If BDTI determines that any Registered Information is inappropriate in terms of the aim and purpose, etc. of the Service, BDTI may carry out necessary acts, such as removing or deleting the Registered Information in question, without providing advance notice to the Registered Person.
3. Registered Companies shall only use Registered Information to the extent necessary for the purpose of the Service, and shall also limit disclosure to the extent of such purpose when disclosing or providing information to their subsidiaries, affiliates, companies in which they invest, or clients. Please note that the initial contact with Registered Persons must be made by the Registered Company itself, and no third party may directly contact a Registered Person before initial contact is made by the Registered Company.
4. Upon registration, depending on the input cell into which Registered Persons input data, Registered Information is divided into information that will be made generally available to Registered Companies in the Director Bank (information that does not identify the individual) and information that will be provided to Registered Companies upon request (information identifying the individual), and information is provided to Registered Companies in stages. However, BDTI itself is not obligated to check (with regard to each individual registration) as to whether particular information that is input should actually be considered “information identifying the individual”, or not. For this reason, it may be possible to identify an individual from information that such person inputs into the Director Bank as “generally available” information, even though he or she did not intend that result. Even if such cases occur, BDTI shall bear no liability whatsoever.

3. Services Not Provided by BDTI

1. BDTI shall not have any involvement whatsoever in the negotiation of separate contractual terms between Registered Companies and Registered Persons (including acting as a liaison for communications and arranging meetings, etc.), and negotiations shall be carried out at the responsibility of the Registered Company and the Registered Person themselves.
2. BDTI will not answer separate inquiries from Registered Companies regarding Registered Persons that exceed the provision of Registered Information contemplated by the Service.
3. BDTI will not disclose to Registered Persons information regarding any Registered Company or the Service use status of any Registered Company (irrespective of whether or not the Registered Company requested the Registered Information of such Registered Person), even at the request of such Registered Persons. It should be noted that BDTI does list on its website the names of certain companies and organizations that are Registered Companies, but it does so only if such parties have given their permission for BDTI to publish their names. In addition, at times BDTI announces on its website that a party has become a Registered Company, but it does so only with the permission of each such Registered Company.

4. Disclaimers Regarding the Director Bank Service

1. BDTI shall bear no liability whatsoever for any damage, loss, or other detriment suffered by Users as a result of any violation of these Registration Rules by other Users.
2. BDTI shall bear no liability whatsoever for any damage, loss, or other detriment suffered by Users or other third parties arising from any disputes or claims between Registered Persons and Registered Companies, their subsidiaries, affiliates, clients or companies in which they invest, which occur as a result of contacts, negotiations, employment as a Director, etc. or any other contact(s) resulting from the Service or arising as an opportunity because of the Service. Moreover, BDTI does not guarantee or vouch for the quality and capability as Directors, etc. of any Registered Persons in any respect whatsoever; nor does it guarantee or vouch for the management situation or quality, etc. of any Registered Companies in any respect whatsoever.
3. Users are responsible for management of their user ID and password, and BDTI shall bear no liability whatsoever for any damage, loss, or other detriment suffered by any User due to the theft or unauthorized use, etc. thereof.
4. BDTI shall bear no liability whatsoever for any damage, loss, or other detriment suffered by any User due to a User being unable to use the Service because of causes such as a system crash or telecommunication failure.
5. BDTI shall only use Registered Information and other personal information acquired by the Service to the extent necessary for the proper operation and management of the Service, and such use shall be governed by the terms of these Registration Rules for the Service and BDTI’s Privacy Policy (bdti.or.jp/en/privacy-policy/).
6. BDTI may revoke a User’s right to use the Service without providing the User with any prior notice if a User (i) violates these Registration Rules, (ii) no longer is qualified as a Participating Member, (iii) is revealed to be associated with organized criminal groups, companies affiliated to them, sokaiya or any similar group (“Anti-Social Groups”), (iv) defames or damages the reputation of BDTI or obstructs the business of BDTI (including the improper use of passwords, etc.), or (v) if BDTI determines, taking into account the aim and purpose of the Service, that it is not appropriate to continue registration.
7. BDTI may from time to time modify or abolish all or part of the content of the Service without prior notice.
8. BDTI may from time to time amend all or part of these Registration Rules for the Service without prior notice, and any such amendment shall apply to all Users from the time it is posted on BDTI’s website.
9. The Tokyo Family Court or the Tokyo District Court shall have exclusive jurisdiction as the court of first instance with respect to any dispute whatsoever arising in connection with use of the Service.

 

C. Use of the Information Search System

Corporate Account holders may use the Information Search System. Set forth below are the rules for use of the Information Search System.

Rules for Use of the Information Search System

1. We will use the Information Search System on our own cognizance and responsibility, and at our own risk. BDTI shall not be liable for any kind of cost, loss, or malfunction which occurs based on, or because of, any information obtained using the Information Search System.
2. The Information Search System does not provide advice on investment decisions and/or investment policies. BDTI shall not be liable for any kind of loss which is incurred because of, or arises from, investment activities, etc. based on any of the information obtained using the Information Search System.
3. BDTI does not provide any guarantees whatsoever with regard to the reliability, accuracy (including timeliness) and/or completeness (whether all related information is listed or included or not) of any of the information that is obtained using the Information Search System.
4. The copyright(s) or other rights pertaining to information that is obtained using the Information Search System belong to the original owner(s) or transmitters. BDTI has not received any specific consent from the holders of these respective rights in connection to the use of the Information Search System. Users should understand that they are responsible for any violation of copyright laws or other related laws with regard to the use of the Information Search System. For example, as searching and collecting target information using the Information Search System may be considered an act of reproduction, Users should understand that if certain information is protected by copyright law, they must use the Information Search System within the bounds that are permitted by law.
5. BDTI may use information about the manner in which the Information Search System is used (including the number and type of downloads, or the companies whose information is the subject of searches, etc.) in order to consider ways to improve the functionality of the system. Also, without revealing the identity of particular Users, BDTI may also produce statistics about the status and manner of usage and disclose them to the public, the companies whose information has been sought, or other third parties.
6. The Information Search System provides various types of download tools that facilitate the efficient searching and gathering, etc. of information. Other tools may be added in the future. Although BDTI does not prohibit the writing of reports or the summarizing of analysis that benefits from the use of these tools, Users understand that BDTI asks them to disclose that they used BDTI’s Information Search System if they provide such reports, analysis or summaries to external parties. Users will give due consideration to the fact that BDTI is able to conduct its activities because of the generosity of its donors.
7. At its sole discretion and with no prior notification, at any time BDTI may make changes to the Information Search System of any kind, or may cease to provide it or make it available.
8. BDTI makes no guarantees that the Information Search System will operate smoothly, or at all, on the User’s computer.
9. Any and all improper use of the Information Search System is prohibited. Any and all actions that cause or might cause malfunction of the Information Search System are prohibited.
10. Users understand that they are not permitted to copy, reproduce, change, retransmit, sell, etc. any of the software or software code that is used in the Information Search System.