Be sure to read this Terms of Use (hereinafter referred to as the “Terms of Use”) for those who use “Minnano Setsumeikai” (hereinafter referred to as the “Customer”). When the Customer applies for membership registration (Use of the Service), the Customer shall be deemed to have agreed to the Terms of Use.
Article 1. General Provisions
1. The Terms of Use hereby stipulates the terms of use and conditions for using of IR Support Services provided for the Listed Company and IR Information Provision Services provided for the Institutional Investor (hereinafter collectively referred to as the “Service”) by Minsetsu CO., LTD. (hereinafter referred to as the “Company”), and the Terms of Use applies to all Users who use the Service.
2. The regulations, manuals, etc., separately stipulated by the Company with regard to the details of the terms and conditions of use of the Services shall be applied in conjunction with the Terms of Use.
Article 2. Definitions
For the Terms of Use, the following terms have the meanings as defined below:
(1) “IR Support Services” mean the services provided by the Company for the Listed Company and its officer or employee to support Investor Relations (IR).
(2) “IR Information Provision Services” mean the services that the Company provides Investor Relations (IR) information of the Listed Company for the Institutional Investor and its officer or employee.
(3) “Free Service” means the service that the Company provides IR Support Services and IR Information Provision Services free of charge, including services ancillary to those services.”
(4) “Pay-Service” means the service that the Company provides IR Support Services and IR Information Provision Services for a fee, including services ancillary to those services.
(5) “the Service” means the generic term for IR Support Services and IR Information Provision Services, whether the Free Service or the Pay-Service.
(6) “this Site” means the website “Minnano Setsumeikai” operated by the Company to provide the Service.
(7) “User” means any person or entity that uses the Service under the Terms of Use.
(8) “Individual User” means, among Users, an individual User (including a Minsetsu Partner) who uses the Service as an officer or employee belonging to a Listed Company or an Institutional Investor (including a Minsetsu Partner).
(9) “Affiliated Company” means the Listed Company or the Institutional Investor which the Individual User belongs to.
(10) “Listed Company” means a listed company and a company which is scheduled to be listed.
(11) “Target Company” means the target Listed Company for which the User intends to introduce the IR information by using the Service.
(12) “Institutional Investor” means as an User an institutional investor, a securities company, and the other corporation recognized by the Company as equivalent to those, or an institutional investor, a securities company and the other corporation recognized by the Company as equivalent to those to which the User belongs.
(13) “Minsetsu Partner” means an individual or a corporation who becomes the User of the Service by the Company’s special approval for use of the Service..
(14) “ID” means, in the Service, the code for identifying the User issued by the Company.
(15) “Information of the Target Company” means the schedule of IR briefing session of the Target Company provided for the Company by the User in the Free Service, and the accompanying information.
(16) “Content” means information provided for the User by the Company in the Service, including information which the Company provides based on Information of the Target Company.
(17) “Terms of Use” means this Terms of Use and the regulations, manuals, etc. stipulated in Paragraph 2 of the preceding Article.
Article 3. Contract for Use
1. To use the Service, the User shall file an application for use (Membership Registration) pursuant to the procedures set forth by the Company, upon approving the contents of the Terms of Use.
2. For the Free Service, upon acceptance of the application pursuant to the preceding paragraph and issuance of the ID by the Company, the agreement concerning use of the Free Service (hereinafter referred to as “Contract for Use”) shall be concluded between the User and the Company based on the Term of Use.
3. The User shall meet one of the following requirements:
(1) Being a Listed Company
(2) Being an officer or employee of a Listed Company, and obtaining permission of becoming a User from the Listed Company to which he/she belongs
(3) Being an Institutional Investor
(4) Being an officer or employee of an Institutional Investor
(5) An individual or a corporation specially approved by the Company as Minsetsu Partner
4. The Company may not accept an application if it determines that an applicant pursuant to Paragraph 1 falls under any of the following items:
(1) The Company determining that conditions set forth in the preceding paragraph are not satisfied.
(2) The Company determining that there is a falsehood in the content of the application.
(3) The Company determining that contract has been terminated due to a breach of contract with the Company in the past.
(4) The Company determining any other impediment to the operation of the Service.
5. In the event of any change in the contents which the User has registered at the time of application, the User shall carry out the procedures for change pursuant to Paragraphs 1 and 2 in advance and the same shall apply thereafter.
6. The User shall use the Service only for the purpose of the IR activity of its own or the Listed Company to which the User belongs, or for the purpose of the Institutional Investor’s business of its own or the Institutional Investor to which the User belongs. Minsetsu Partner shall be able to use the Service only within the scope of the purpose separately approved by the Company.
Article 4. Pay-Service
The Listed Company and the Institutional Investor may use the Pay-Service by separately entering into contract for using the Pay-Service in the manner prescribed by the Company.
Article 5. Entrustment to a Third Party
The Company may entrust the provision of the Service to a third party in whole or in part.
Article 6. Managing the user ID
1. The User shall not loan or transfer the ID to any third party.
2. The User shall control the ID and passwords to prevent any disclosure to any third party, and shall take measures to prevent the theft of the ID and passwords at its own risk.
Article 7. Sharing of Expenses
The User shall bear the expenses required for procuring and maintaining equipment, software, and telecommunications lines the User uses for the Service, as well as other expenses required for using the Service.
Article 8. Prohibited Matters
1. The User shall not perform any acts that fall under any of the following items in relation to the use of the Services.
(1) Provision of inaccurate Information of the Target Company
(2) Provision of non-public information that may affects the stock price or any other economic indicators of the Target Company
(3) Acts in Violation of the Terms of Use
(4) Acts that violates the laws, promoting the violation of the laws, or an act which causes suspicion of the same
(5) Conduct that infringes, promotes infringement of, or threatens to infringe upon the property, copyrights, trademarks, patents or any other intellectual property rights, and honor, reputation or any other rights or interests of other Users, the Affiliated Company, the Target Company, any other third parties, and the Company
(6) Reproduction, modification or other unauthorized use of the Content
(7) Act that violates public order and morals
(8) Unauthorized use of ID
(9) Use of the Service for the purpose other than the purpose stipulated in Article 3, Paragraph 6 of the Terms of Use
(10) Assignment, pledge, etc. of all or a part of the rights or obligations concerning the Service to a third party
(11) Conduct that interferes with or is likely to interfere with the operation of the Services in addition to the preceding items
2. Regarding the Information of the Target Company or any other information provided by the User, and the content posted by the User or content of the message sent by the User in relation to the User’s use of the Service, if the Company determines that such information, content or message falls under any of the items in the preceding paragraph, the Company may eliminate such information, content or message without any prior notice to the User. Further, if the Company determines that the User’s use of the Service falls under any of the items in the preceding paragraph, without any prior notice to the User, the Company may suspend or restrict use of the such User, or/and the Company may terminate the Contract for Use with the such User.
Article 9. Service Changes etc.
1. The Company may change the contents of the Service at any time as needed without any prior notice to the User.
2. The Company may revise the Terms of Use at any time as needed. In the event that the Company revises the Terms of Use, the Company will inform the User on this Site to that effect together with the revised version of the Terms of Use and the effective date.
Article 10. Temporary Suspension or Termination of the Service
1. In case of the force majeure such as system maintenance, system failure response, natural disasters or disturbances, or for other technical or operational reasons that the Company determines that the provision of the Service need to be suspended, the Company suspends the provision of all or a part of the Service without prior notice to the User.
2. In case of any circumstance that makes it difficult to continue the provision of the Service, the Company may terminate the provision of all or a party the Service.
Article 11. Intellectual Property Right
1. The copyrights of the Content shall belong to the Company except for Information of the Target Company. The copyrights of the Information of the Target Company shall belong to the Target Company.
2. In order to operate the Service, the Company may reproduce, modify, adapt, publicity transmit, make transmittable, or otherwise use Information of the Target Company, and may allow a third party such as the Company’s business outsourcing partners or business partners to use it.
3. Prior to providing Information of the Target Company to the Company, the User shall obtain the permission of the Target Company and other owner of relevant rights so that the Company is able to use such information in the Service without any restrictions.
4. Regarding Information of the Target Company, the User shall not exercise the moral rights of the author against the Company or a third party such as the Company’s business outsourcing partners or business partners.
5. Other than those specified in Paragraph 1, copyrights and any other intellectual property rights related to the Service belong to the Company or any third parties designated by the Company.
Article 12. Obligation of Confidentiality
1. In connection with the Service, the User shall strictly control the technical, business, and other tangible and intangible information (hereinafter referred to as the ‘Confidential Information’) disclosed by the Company and shall not disclose such information to any third party without the prior written consent of the Company. Provided, however, that this provision shall not apply to the cases of the following items:
(1) When having become public knowledge through no fault of the User
(2) Information obtained from a third party without the obligation of confidentiality;
(3) Information that has been rightfully in the possession of the User prior to the time of obtaining such information from the Company
(4) Information that has been developed without reference to information disclosed by the Company
(5) When disclosure is required based on laws and regulations, or regulations of governmental institutions, financial instruments exchanges, financial instruments business associations or securities dealers association, or other provisions equivalent thereto, and the User discloses information in accordance with those to the extent reasonably necessary.
2. The User shall promptly return the Confidential Information (including the reproduced information) to the Company or destroy or erase it in an irreversible manner upon the termination of the Contract for Use or upon the Company’s request.
3. This Article shall survive the termination of the Contract for Use.
4. Information of the Target Company provided to the Company by the User shall not include any confidential information, and the Company shall have no obligation of confidentiality to such information, and the Company may provide such information to other Users for the operation of the Service.
Article 13. Handling of Personal Information
1. When providing the Service, the Company shall appropriately manage the personal information obtained from the User (hereinafter referred to as the “Personal Information”) in accordance with Act on the Protection of Personal Information, other related laws and regulations, and the Company’s Privacy Policy.
2. The Company shall use the Personal Information for the following purposes:
(1) To provide the Service to the User
(2) To manage the ID, respond to inquiries about the Service, and otherwise operate the Service.
(3) To provide information on products and services of the Company or the Company’s business partners
(4) To respond to the Affiliated Company for its inquiry stipulated in Article 14, Paragraph 2 of the Terms of Use
(5) Other purposes specified in the Terms of Use.
3. The Service is designed in a way that, when the User uses the Service (including when the User views information of the financial results briefing), all or a part of the information provided by the User, such as the User’s name, the Affiliated Company, the department to which the User belongs, the User’s position, telephone number, and E-mail address, automatically is disclosed to other relevant User, such as the other User as counterparty, depending on the content of each service used. The User hereby consents to such disclosure in its use of the Service.
Article 14. Notes on Using the Service
1. The Company may view the content posted or sent by the User (including the content of the sent message) in using the Service (hereinafter referred to as “the Company’s Viewing”), when the Company deems it necessary to ensure smooth communication between Users according to the User’s request or to ensure the smooth and proper operation of the Service. Accordingly, all Users shall fully understand, and hereby consent and agree to the Company’s Viewing upon using the Service.
2. Due to the purpose or nature of the Service, the Affiliated Company to which the Individual User belongs may inquire of the Company about the Individual User’s usage history, usage details or other matters related to the Individual User’s use of the Service. In that case, the Company may disclose those matters to the such Affiliated Company to the extent reasonably deemed necessary based on the Company’s sole discretion (hereinafter referred to as “the Company’s Responding for Inquiry”). Accordingly, all Individual Users shall fully understand, and hereby consent and agree to the Company’s Responding for Inquiry upon using the Service.
Article 15. Disclaimer
1. The Company shall not be responsible for any damage incurred by the User due to any of the following causes or any other damage incurred by the User in connection with the Service.
(1) System interruption or delay due to communication line failure, computer failure, or excessive access, loss of data, or falsification of data due to unauthorized access to data, etc.
(2) Unauthorized use of ID
(3) Computer viruses and other harmful programs
(4) Errors, bugs, mistakes, malfunction, defects or any other faults in this Site, the Content and the Service
(5) Problems with equipment, software, communication lines, etc. that the User uses in relation to the Service
(6) Result or output of the use of the Service
(7) Accuracy, authenticity, non-infringement, completeness, fitness for a particular purpose, and other issues of the content in relation to the Content and Information of the Target Company
(8) All problems, complaints and troubles that may happen in relation to interaction between Users
(9) Discontinuation, suspension or termination of provision of the Service, in whole or in part
(10) Elimination of information provided by the User or the content posted or sent by the User, and suspension or restriction of the User’s use of the Service, or termination of the Contract for Use, pursuant to Article 8, Paragraph 2 of the Terms of Use
(11) The Company’s Viewing and The Company’s Responding for Inquiry, pursuant to Article 14 of the Terms of Use
(12) Termination of the Contract for Use pursuant to Article 17 of the Terms of Use
(13) Change in the content and the terms of provision of the Service
2. Even if the exemption set forth in the preceding paragraph is invalidated by applicable law, the Company shall be exempted from any damages incurred by the User except when the User suffers damage due to willful misconduct or gross negligence of the Company. In case that the Company is liable for damages to the User due to willful misconduct or gross negligence of the Company, or based on other applicable laws and regulations, the Company shall be liable for damages only to the direct and ordinary damages (not including indirect damages, special damages, and loss of profit) actually caused to the User.
3. If the other User, the Affiliated Company, the Target Company, or any other third party suffers damages caused by the breach of the Terms of Use or otherwise in relation to the use of the Service by the User, the User shall be responsible for such damages, and the Company have no responsibility for such damages.
4. In the case of the preceding paragraph, if the other User, the Affiliated Company, the Target Company, or any other third party makes a complaint, requests for the damages, or otherwise makes demands to the Company, the User shall compensate and indemnify the Company for the cost incurred by the Company for responding thereto (including reasonable attorney’s fees) and all damages suffered by the Company.
Article 16. Indemnify
In addition to the provisions in Paragraph 4 of the preceding Article, if the Company suffers damages caused by the breach of the Terms of Use or otherwise in relation to the use of the Service by the User, the User shall compensate and indemnify the Company for the cost incurred by the Company for responding thereto (including reasonable attorney’s fees) and all damages suffered by the Company.
Article 17. Termination of the Contract for Use
1. The User may terminate the Contract of Use at any time according to the method specified separately by the Company.
2. The Company may terminate the Contract of Use at any time by giving advance notice to the User. However, if the Company determines that it is difficult to give advance notice to the Individual User due to his/her departure from the position or other circumstances, the Company may terminate the Contract of Use at any time without advance notice to the User.
Article 18. Elimination of Antisocial Forces
1. The User and the Company shall declare and warrant that it does not and will not fall within any of the following:
Organized Crime Group (Bouryokudan), a member of an Organized Crime Group (Bouryokudan-in), a person for whom 5 years have not yet passed since said person was a member of an Organized Crime Group, an associate member of an Organized Crime Group (Bouryokudan jun kousei-in), an Organized Crime Group-associated company (Bouryokudan kankei kigyou), a corporate extortionist group (Soukaiya) etc., a rogue person or group proclaiming itself as a social activist, etc., (Shakaiundou tou hyoubou goro), and an organized special intellectual crime group (Tokushu Chinou Bouryokushudan) (collectively, “Organized Crime Group Members, etc”);
(1) Having relationship in which the Organized Crime Group Members, etc. control or is recognized to be substantially involved in the management
(2) Having relationship that are recognized as using the Organized Crime Group Members, etc. improperly, such as for the purpose of pursuing its own or any third party’s unlawful profit or for the purpose of causing damages on a third party.
(3) Having relationship with the Organized Crime Group Members, etc. that are deemed to have been involved in providing funds, etc., or providing conveniences, etc.
(4) Officers or persons substantially involved in management having relationship with the Organized Crime Group Members, etc. that should be socially condemned.
2. The User and the Company represent and warrant that they shall not, by themselves or through any third party, make any improper demand.
3. In the event the other party violates any of the provisions of the preceding two paragraphs, the User and the Company shall be entitled to terminate the Contract for Use and the contract for using the Pay-Service in whole or in part without notice.
4. Neither the User nor the Company shall be liable for any damage incurred by the other party due to the termination pursuant to the preceding paragraph.
Article 19. Treatment Upon Termination of the Contract for Use
The Company may continue using the Information of the Target Company after termination of the Contract for Use to the extent necessary to operate the Service.
Article 20. Governing Law and Agreed Jurisdiction
1. The Terms of Use shall be governed by the laws of Japan.
2. Any dispute in connection with the Service shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
Article 21. Language
The official language of the Terms of Use shall be Japanese, and English version thereof shall be solely for reference purposes with no binding effect. In the event of any difference or discrepancy between the Japanese version and the English version, the Japanese version shall always prevail.
Established Date: March 15th 2016
Date of final revision: December 2nd 2020