Chapter 1 General Provisions
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.
1.1 Service Users
The following persons may use the Services (“Users” or “User” as required by the context):
- Companies and other organizations, and individuals, who have applied for membership in accordance with the procedures provided in BDTI’s Participating Members’ Rules and Agreement and whose membership has been approved by BDTI (“Participating Members” or “Participating Member” as required by the context)
Membership Benefits (https://bdti.or.jp/en/membershipbenefits/ )
Application for Individual Participating Membership & Participating Members’ Rules and Agreement (https://bdti.or.jp/en/participating-membership/ )
- Companies and other organizations, and individuals, who have registered as general users in accordance with the provisions of Clause 3 of 1.1 (“General Users” or “General User” depending on the context).
Those wishing to use the Services without becoming a Participating Member can become General Users by registering online as a General User using the form separately provided by BDTI to obtain a user account. Registration as a General User is free, and you will not be required to pay any annual dues, etc.
Access to some content of the Services may require further registration or approval, etc. procedures even for Participating Members or those registered as General Users. The Services are currently all free, but charged Services may commence in the future.
In addition to the provisions of 1.8 (Revocation of User Registration, and Suspension or Termination of Use), Supporting Members will lose their qualification as a User if they cease to qualify as a member. If a User passes away or is dissolved they will automatically cease to qualify as a User. Persons who have lost their User qualification may register again. If a Participating Member loses its qualification as a member and wishes to continue to use the Services they should newly register as a General User
1.2 Content of the Services
The content of the Services comprises the following:
- Use of the Information Search System (free);
- Director Bank Service (free)
1.3 User Qualification Conditions
The conditions for qualification as a User are as set forth below, and Users are required to agree to fulfill the following qualification conditions when they join or register. If it is discovered after registration that a User does not satisfy any qualification condition, the User’s registration will be revoked immediately and the User will be unable to use the Services:
- The User is not
- (i) an organized crime group,
- member of an organized crime group,
- a former member of an organized crime group,
- quasi-member of an organized crime group,
- organized crime group affiliated enterprise,
- corporate extortionist (such as a person who extorts companies by threatening to disrupt shareholder meetings),
- extortionist in the guise of a social activist, etc.,
- white collar organized crime group, or
- any other party equivalent to (i) through
- (collectively “Antisocial Force”), and does not have a close relationship with an Antisocial Force.
1.4 Prohibited Activities
Users must not conduct any of the following activities:
- Unauthorized use of any program, software, or software code, etc. (“Programs, etc.”) that BDTI uses or provides in relation to the Services;
- Actions that cause or may cause malfunction of the Services;
- Damaging BDTI’s reputation or standing, or obstructing the business of BDTI (including, without limitation, the unauthorized use of passwords and data hacking, etc.)
Users must manage and use the user account and password required for their use of the Services at their own responsibility, and must not transfer or lend them to, or allow their use by, a third party. BDTI shall bear no liability whatsoever in the event that a User or a third party incurs any damage, loss, or other detriment whatsoever due to the theft or unauthorized use of a user account and password, or any other cause not attributable to BDTI.
- BDTI makes no guarantee that Programs, etc. will operate smoothly, or at all, on Users’ computers.
- BDTI shall bear no liability whatsoever for any damage, loss, or other detriment whatsoever incurred by any User or third party due to a User being unable to use all or part of the Services due to causes such as a system crash, telecommunications failure, or system maintenance, etc.
1.6 Copyright and Other Rights
Copyrights and other rights in Programs, etc. all belong to BDTI.
- The participating member has died, or (if an organization) has been liquidated or dissolved; or
- The payment described in Article 4 above has been in arrears for one month or more.
1.7 Handling of Personal Information
1.8 Revocation of User Registration, and Suspension or Termination of Use
1.9 Service Modifications
BDTI may from time to time modify or abolish all or part of the content of the Services without prior notice to Users.
1.11 Governing Law
The Tokyo Family Court or the Tokyo District Court will have exclusive jurisdiction as the court of first instance with respect to any dispute whatsoever arising in connection with use of the Services.
Chapter 2 Detailed Provisions
Users shall abide by the rules set forth in this section when using the Information Search System.
2.1.1 Information Search System
The Information Search System is a service that allows Users to use BDTI’s system to easily and efficiently search various types of corporate information that listed companies, etc. have disclosed on EDINET, etc. All Users of the Services set forth in 1.1 may use the Information Search System.
2.1.2 Use of the Information Search System
1. Users use the Information Search System on their own responsibility. BDTI shall bear no liability whatsoever for any damage, loss, or expense, etc. whatsoever incurred by a User due to use of the Information Search System or based on any information obtained using the Information Search System.
2. Users may only use the Information Search System for their own purposes. In addition to the copyrights and other rights in the Information Search System’s Programs, etc. (see 1.6), the copyrights and other rights related to the manner and order of display of search results generated by the Information Search System also belong to BDTI, and the use thereof in violation of such rights is strictly prohibited. Although BDTI does not prohibit the writing of reports or papers that benefit from the use of the Information Search System, Users understand that BDTI asks them to disclose that they used BDTI’s Information Search System if they provide such reports or papers to external parties (by stating, for example “The Board Director Training Institute of Japan’s Information Search System – which facilitates the simple collection, comparison, and analysis, etc. of information disclosed by listed companies – was used in the preparation of this report.”). Users are requested to give due consideration to the fact that BDTI is able to conduct its activities thanks to the generosity of its donors.
2.1.3 Disclaimer Regarding the Information Search System
1. The Information Search System does not provide advice on investment decisions or investment policies. BDTI shall bear no liability whatsoever for any damage whatsoever that is incurred due to investment activities, etc. based on any of the information obtained using the Information Search System.
2. BDTI provides no guarantee whatsoever with regard to the reliability, accuracy (including timeliness) 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. Further, in some cases the Information Search System may utilize third party translation systems, and BDTI provides no guarantee whatsoever with respect to the accuracy of such translations.
3. Information obtained using the Information Search System (the actual information disclosed by each company) may include information to which the disclosing company holds the copyrights and other rights. The copyrights or other rights pertaining to such information belong to the company that disclosed such information. 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 liable 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 permitted by law. .
2.1.4 Use, and Disclosure to Third Parties, of Information Regarding the Information Search System
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. 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, without revealing the identity of particular Users.
2.2.1 Director Bank Service
1. The Director Bank Service is for the purpose of providing information on registered persons (“Registered Persons” or “Registered Person” as required by the context) who wish to serve as directors, audit & supervisory board members, executive officers, or directors of general incorporated associations (“Directors, etc.” or “Director, etc.” as required by the context) to registered companies or other organizations (“Registered Companies” or “Registered Company” as required by the context, irrespective of the type of entity or organization; with Registered Persons and Registered Companies collectively referred to herein as “Registered Parties”) that wish to hire or search for Directors, etc. For clarity, the purpose of the Director Bank Service is not to carry out “employment placement” (shokugyo shokai) as defined by the Employment Security Act.
2. The Director Bank Service may only be used for the purpose of hiring or searching for Director, etc. candidates (in the case of Registered Companies) or for the purpose of seeking positions as Directors, etc. with companies or other organizations (in the case of Registered Persons). Registered Companies may also use the Director Bank 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 Director Bank 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.
3. Separate procedures are required for a User other than a Participating Member to use the Director Bank Service by becoming a Registered Company or Registered Person.
2.2.2 Registered Information
1. BDTI provides no guarantee whatsoever with respect to the reliability, accuracy (including whether a Registered Person is who they claim to be and whether or not the information is current or has been fully updated), or sufficiency (whether all necessary information was included or not) of the information that is input or uploaded when a Registered Person uses the Director Bank Service (including any PDF or other files of résumés provided by a Registered Person; hereinafter “Registered Information”).
2. If BDTI determines that any Registered Information is inappropriate in terms of the aim and purpose, etc. of the Director Bank Service, BDTI may carry out necessary acts, such as removing or deleting the Registered Information in question, without providing advance notice to Registered Persons.
3. Registered Companies shall only use Registered Information to the extent necessary for the purpose of the Director Bank 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. When Registered Companies make the initial contact with a Registered Person, please inform them that you used the Director Bank Service.
4. Upon registration, depending on the input cell into which a Registered Person inputs 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 person) and information that will be provided to Registered Companies upon request (information identifying the person), 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 person,” or not. For this reason, it may be possible to identify a person 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.
2.2.3 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 Registered Companies and Registered Persons themselves.
2. BDTI will not answer separate inquiries from Registered Companies regarding Registered Persons that exceed the provision of Registered Information contemplated by the Director Bank Service.
3. BDTI will not disclose to any Registered Person information regarding any Registered Company or the Director Bank 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 Person.
2.2.4 Use, and Disclosure to Third Parties, of Information Regarding the Director Bank Service
1. For reference purposes for Registered Persons who use the Director Bank Service, BDTI does list on its Director Bank website and other BDTI websites the names of certain companies and organizations that are Registered Companies if they have given their permission. Such publication, however, is at the discretion of BDTI, and BDTI does not guarantee that a Registered Company will be listed. Under no circumstances will a Registered Company that has not given its permission be listed.
2. BDTI may request Registered Parties to participate in surveys, etc. regarding use of the Director Bank Service, so we thank you in advance for your cooperation. The results of surveys will be used to improve the Director Bank Service. BDTI may also provide the results of surveys to future Users for reference purposes (however, the names of Registered Parties will be omitted). Please note that the decision as to whether to disclose the results is at the discretion of BDTI, and BDTI does not guarantee the disclosure thereof.
2.2.5 Other Disclaimers Regarding Use of the Director Bank Service
BDTI shall bear no liability whatsoever for any damage, loss, or other detriment whatsoever incurred by Registered Parties or other third parties arising from any dispute or claim 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 resulting from the Director Bank Service or arising as an opportunity because of the Director Bank Service. Moreover, BDTI does not guarantee or vouch for the quality and capability as Directors, etc. of any Registered Person in any respect whatsoever.