Article 1 (purpose)
Article 2 (Defeinitions)
Capitalized terms used in these Terms shall have the meaning set out below.
(1) “LINE” means the messenger service and related services operated by the Company.
(2) “Account” shall mean the corporate LINE account which the Company leases to the Partner to enable them to use the Services.
(3) “Content” shall mean the content (including, but not limited to, documents, photographs, illustrations and moving images) presented in the Services as profile information of the Account or information sent from the Account.
(4) “Submitted Content” shall mean, among the Content, content that is submitted, sent, uploaded, etc. to the Services by the Partner and sent to End Users through servers managed by the Company.
(5) “Account Information” shall mean the ID and password for the Account, and any other information which is required for the use of the Services.
(6) “Partner” shall mean a person who uses the Services (where a person who is permitted to re-sell the Services by the Company as a sales partner re-sells the Services, including that sales partner).
(7) “End User” shall mean a person who uses LINE through the Account which is used by the Partner.
(8) “Development Environment” means the website “LINE Developers” which is operated by the Company.
(9) “LINE Customer Connect” means a customer support service which makes use of LINE and which combines all or part of the Manual Reply, Auto Reply, LINE to Call and Call to LINE features.
(10) “Manual Reply” means a service which enables an operator, etc. to give a manual reply to an inquiry by an End User made using the messaging service in LINE through the Account.
(11) “Auto Reply” means a service which enables an automatic reply to be given to an inquiry by an End User made using the messaging service in LINE through the Account.
(12) “LINE to Call” means a service which enables a Partner to respond to an inquiry made by an End User using the messaging service in LINE through the Account using the voice call feature in LINE also (including automatic replies made using artificial intelligence, and the same hereinafter).
(13) “Call to LINE” means a service which enables a Partner to send a message using LINE in response to a telephone inquiry made by an End User.
Article 3 (Contractual Relationship)
1. The Company may change the contents, etc. of these Terms and the Services as necessary by announcing the fact to the Partner through its prescribed method, or by giving the Partner notice thereof. If the Partner continues to use the Services after the contents, etc. of these Terms or the Services are changed, the Partner will be deemed to have consented to those changes.
2. A person who wishes to use the Services (an “Applicant”) may after consenting to these Terms apply to use the Services through such method as the Company specifies separately, and on the Company approving such application a services agreement concerning the Services shall be formed (the “Services Agreement”).
3. If any of the following applies, the Company may reject an application to execute a Services Agreement:
(1) The Applicant has been or may be, as determined by the Company, delinquent in paying fees, expenses, premiums or late charges for services, including the Services and any other services provided by the Company or any of its group companies;
(2) The Applicant may, as determined by the Company, harm the reputation of the Services;
(3) The application form, etc. contains any false information or misrepresentations; or
(4) The Company otherwise deems that it is inappropriate to execute the Services Agreement.
4. If any of the grounds in the previous paragraph applies to the Partner, the Company may even after a Services Agreement is formed suspend the use of the Services by the Partner or terminate the Services Agreement without any notice or warning to such Partner.
5. The initial usage period for the Services shall unless agreed otherwise in the application form, etc. be six months.
6. Where the Partner terminates the Services Agreement before the expiry of the contract term due to their own circumstances, the Partner shall immediately pay the usage fees for the Services in respect of the period from the month of termination until the expiry date of the contract term.
7. The Company shall determine the nature of the Services, usage fees and payment deadline, etc. (the “Fee Plan, Etc.”), and announce or give notice to the Partner thereof.
8. The Company shall notify the Partner of the usage fees for the Services for each month by the tenth (10th) business day of the following month.
9. The Partner shall pay the usage fees via wire transfer as invoiced under the previous paragraph. The Partner shall bear any wire transfer fees.
10. The Company shall round off any fraction to the nearest whole number that has resulted from calculation of the usage fees or any other amounts.
11. If the Partner is delinquent in paying the usage fees or the premiums for the Services, the Partner shall pay to the Company a late charge of five percent (5%) per annum for the outstanding amount for the period of delinquency.
12. The Company may make changes or additions to the Fee Plan, Etc. through announcing or giving notice thereof to the Partner.
14. A Partner who has executed a Services Agreement for the Services with the Company shall make payment of the usage fees to the Company via the sales partner and/or any other designated affiliates through such method as the Company, the sales partner and/or any other designated affiliates set forth separately.
Article 4 (The Account)
1. The Partner shall not without prior written approval (including e-mail) of the Company allow third parties other than the Partner to use (meaning to access, send information from, or otherwise operate the Account in any way, and the same hereinafter) the Account.
3. The Partner acknowledges that Content which has been received by an End User in the course of using the Services will be stored on that End User’s terminal, and that they will be able to view that Content within the Services even after the expiry of the Services Agreement.
4. The Partner shall not without the prior approval of the Company use the Services as an advertising medium (including advertisements of products and services, etc. not of the Partner within the Content) for any third party.
5. The Company may access and control the Account for the purpose of assisting the Partner in its use of the Account, to the extent which is reasonable to do so.
6. The Company shall control the Account as described in the previous paragraph at the request of the Partner, and shall have no liability whatsoever for any loss caused to the Partner or End Users as a result thereof.
7. The Company may use information concerning the Account (however, in respect of the Content such information shall be limited to that which does not conflict with the protection of confidentiality of transmissions) for the purpose of advertising or marketing the Services.
Article 5 (Management of the Services and the Account Information)
1. The Partner shall use the Services and manage the Account Information with the duty of care of a good manager.
2. The Partner may refer to or download the technical specification and documentation, etc. (the “Company Documents”) for the application programming interface which concerns the Services (the “API”, and includes the LINE Messaging API and Switcher API) through the Development Environment or other method as prescribed by the Company.
3. The Partner must not commit the following acts when using the API.
(1) Using the API for purposes other than the use of the Services;
(2) Performing reverse engineering or disassembly, or deciphering the source code through other methods; Using the API to control equipment, etc. which has a risk of causing material danger to a person’s life, person or assets;
(3) Using the API by oneself or permitting a third party to use it for the purpose of obtaining some form of consideration;
(4) Selling, leasing or licensing the API without the Company’s prior consent given in writing or by such other method as it specifies;
(5) Using the API a number of times which is in excess of that reasonably necessary or otherwise abusing it, etc., or using the API in a way which is not compliant with the instructions given by the Company concerning its use; or
(6) Using the API in a form which is removed from the purpose for which the API is provided, or using the API through a method or in a form which the Company deems inappropriate.
4. The Partner may designate an individual to manage the development and operations within the Services (the “Manager”) by inputting required matters into the Development Environment. In such case, the Partner shall be liable for all acts of the Manager in his use of the Service, and the Company will deem the acts of the Manager as those of the Partner and hold the Partner responsible under the separate agreement between them.
5. The Partner may not without obtaining the Company’s prior written consent (including by email) allow any third party other than the Manager to use the Partner’s Account Information (including any access to the Development Environment and any other operation of the Service).
Article 6 (Information Management)
1. The Partner shall both treat as confidential all information obtained using the Account, the Services or the API (including but not limited to personal information, hereinafter together, the “Confidential Information”) and use it solely to the extent required for its use of the Services, and must not disclose, provide or divulge it to third parties without the Company’s prior written consent, including by e-mail.
2. The Partner shall put in place the system set forth in the following items for the proper management of the Account, the Account Information and the Confidential Information.
(1) It shall appoint a person who is responsible for supervising the handling of the Account, Account Information and Confidential Information;
(2) It shall limit the number of terminal devices on which the Account, Account Information and Confidential Information can be accessed, and shall strictly manage the IDs and passwords for those terminal devices;
(3) Where tangible records (descriptions) are used for the Account Information and Confidential Information, limit the locations where such records are used and stored, and strictly control them using locked cabinets and other lockers;
(4) In addition to the precautions set forth in the previous three items, provide for systems as required for the proper management of the Account Information and Confidential Information, including, but not limited to, the maintenance of functions that can detect unauthorized access, education, and audit of such systems; and
(5) Upon request by the Company, provide a report in writing (including e-mail) to the Company describing the system implemented by the Partner for managing the Account Information and the Confidential Information, to the extent it is reasonable to do so.
Article 7 (Matters to be Observed by the Partner)
1. The Partner shall either develop and make public programs or systems which are linked with LINE using the Services (a “CP Server”) at its own liability and expense, or shall use a CP Server developed by a third party.
2. The Partner shall submit written reports (including reports via e-mail) in advance to the Company describing the Partner’s plans for development of the CP Server, including the functions thereof (the “Development Plans”). The Company shall provide notice of either its acceptance of the Development Plans or its instructions regarding changes to the plans, and the Partner shall comply with any such instructions. The Company shall treat the Development Plans as confidential information belonging to the Partner.
4. The Partner shall implement a feature whereby when they use the Services to exchange messages, etc. on LINE with an End User, there is a screen which the End User is able to recognize (including notices given through messages, etc.) on which is displayed the following items, and which obtains the End User’s consent, etc. as necessary, and it must also observe the matters displayed to the End User based on the provisions of Item 2 of this paragraph onward.
(1) The Partner has person who is responsible for managing messages received and information gathered from End Users (including but not limited to personal information, the “End User Information”), and this information shall be used solely for the Partner’s intended purpose as explicitly stated;
(2) Where the Partner has contracted for multiple accounts within LINE’s Corporate Account Services, it shall manage the End User Information for each such account, and shall not use End User Information obtained from one account in another account for which it has not obtained such information, provided that this prohibition shall not apply where the Company gives its prior consent, and the Partner also obtains consent from the End User as required by law, such as where multiple accounts which the Partner operates are for advertising or customer support purposes; and
5. With respect to the development and operation of the CP Server, the Partner represents and warrants that:
(1) The development and operation of the CP Server comply with the specification and guidelines (whatever they are called, and including any documents or notices issued to the Partner for the same purpose, hereinafter the “Guidelines, Etc.”) for the CP Server as set forth in the Company Documents, and do not violate any of the prohibited matters set forth in the Guidelines, Etc.;
(2) The development and operation of the CP Server do not infringe any intellectual property rights of any third party (including but not limited to copyright, moral rights, patent rights, trademark rights, design rights, utility model rights, trade secrets, honor rights, portrait rights, privacy rights, and publicity rights);
(3) None of the content provided through the CP Server harms or could potentially harm the public order or morality (including but not limited to excessively violent expressions, sexually-explicit content, or other anti-social content). None of the content violates relevant laws or regulations;
(4) Either the system developed, operated, and managed by the Partner satisfies the items in the “System Management Standards” prescribed by the Ministry of Economy, Trade and Industry, or other applicable laws, or the Partner maintains an equivalent system;
(5) The information collected by the CP Server is restricted to only such information that is deemed by the Company as necessary for the operation of the CP Server, and the CP Server will not collect passwords, PIN numbers, credit card information or other highly-confidential or sensitive information, nor intentionally collect any information relating to the End User’s privacy;
(6) The Partner shall not provide to third parties (except the Manager) or make public Confidential Information, and shall manage that Confidential Information separately for each basic service account.
6. Where the Company deems that the Partner’s use of the Services or the API may constitute a breach of these Terms or inappropriate behavior, it may instruct the Partner to remedy the situation or require them to submit to an inspection, and the Partner must promptly comply with such instructions or co-operate with such inspection as required (as appropriate).
7. In the event that the Partner receives a complaint, etc. from a third party (including an End User) concerning the use of the Services or the API, or a security incident or accident occurs such as a leak of personal information, etc., the Partner shall in each case notify the Company promptly in writing (including e-mail) concerning the matter. If requested separately by the Company, the Partner shall provide reports to the Company setting forth the details of the relevant complaint or event to the extent reasonable.
8. Where a dispute arises between the Partner and a third party (including an End User) concerning the use of the Services or the API, the Partner shall handle and resolve that dispute at its own liability and expense. The Company will have no involvement in the dispute whatsoever, including serving as an intermediary to the dispute.
9. The Partner shall comply with the LINE User Data Policy concerning matters not set forth in these Terms concerning the handling of End User Information. In the event of any conflict between these Terms and the LINE User Data Policy, these Terms will prevail.
Article 8 (Ownership and Use of Rights)
1. Intellectual property rights which include copyright to the Company Documents shall belong to the Company or to third parties who license those rights to the Company. The Partner may not reprint, transfer, copy, publish, transmit, distribute, transfer, loan, translate, or adapt the Company Documents without the Company’s prior written consent.
2. Intellectual property rights which include copyright to Submitted Content and other information registered by the Partner on the Services shall belong to the Partner.
3. The Partner shall permit the Company to use the information described in the previous paragraph (including the non-exercise of moral rights against the Company).
4. The rights to information on LINE concerning End Users (including but not limited to LINE profile name, icon image, Company internal identifiers for identifying users and status messages) obtained by the Partner through using the Services (including the Development Environment) shall belong to the Company, and the Partner may use such information only to the extent necessary for the purpose of the Services, provided that this prohibition shall not apply concerning End User Information gathered by the Partner or through a link outside of the Services as designated by the Partner.
5. The Partner gives its prior consent to all information registered on the Services by the Partner being deleted where the Services Agreement expires or is terminated.
6. The rights to information which the Partner obtains through its use of the Services (meaning the contents of messages, voice calls and other additional information sent and received between the Partner and End Users through LINE (but excluding information to which the Company has rights as set forth in the previous two paragraphs), hereinafter, “Transmitted Information”) shall belong to the Partner, and the Company shall have no obligation to protect Transmitted Information whatsoever.
7. The Partner gives its prior consent to the Company acquiring information concerning the state of use of the Services by End Users (meaning but not limited to statistical information such as the number of unique users and messages, the number and duration of calls, etc., provided that this shall not include the contents of individual transmissions such as the contents, etc. of messages and voice calls, except where provided otherwise in these Terms).
8. In the event that the Partner makes any invention, device, or creation in connection with the development or operation of the CP Server (an “Invention”), the Partner will inform the Company promptly of such Invention in writing. The parties shall confer regarding the ownership of the intellectual property rights to the Invention and mutually decide on the ownership of the intellectual property rights in the Invention (the “Consultation”), including any patent rights, utility model rights, design rights, and copyrights. In the event that a patent application (including foreign patent applications) will be filed for the Invention, the parties shall confer in advance and determine the applicant that will file the patent application.
9. In the event that as a result of the Consultation, the Partner comes to own the intellectual property rights in the Invention, the Partner will, upon request by the Company, grant a perpetual license without geographic restriction at no charge to the Company and any third party designated by the Company (the “Licensees”) to exploit or otherwise use the rights to the Invention (including the development of software, etc. by the Licensees, the use of use of such software, etc. by the Licensees, and the right to allow third parties to use such software, etc.). The Partner shall not exercise the moral right of an author to the Invention.
10. In the event that the development and operation of the Services will be conducted by the Manager, the Partner shall put in the contract between the Partner and the Manager provisions which are required to ensure that there is no obstruction to handling performed pursuant to the provisions of the previous two paragraphs.
11. The Partner acknowledges that the contents of calls between the Partner and the End User using the Services and Transmitted Information will be saved on the End User’s terminal, and can be viewed within the Services even after the expiry of the Services Agreement.
Article 9 (Representation and Warranties for the Contents)
1. The Partner represents and warrants to the Company as follows:
(1) The Contents do not infringe on the rights (including, but not limited to, copyrights, moral rights of the author, patent rights, trademark rights, design rights, utility model rights, trade secrets, right to good character, image rights, privacy rights, and publicity rights) of third parties; and
(2) The Contents do not include expressions that damage public order or good morals (including, but not limited to, excessively violent expressions, lewd sexual expressions and other antisocial details) or are prohibited by law.
(3) The provision by the Partner of certain services to the User using the Service and the API is legal.
(4) Even after commencement of the Service, the Partner will continuously maintain the legality of the provision of certain services to the User.
2. If the Partner is found to have breached Article 9.1, the Company may immediately discontinue or suspend the use of the Service and the API and shall not be liable for any damages to the Partner in connection with the discontinuance or suspension of the use of the Service or the API. Further, in the event of a breach of Article 9.1, the Partner will immediately compensate the Company for any damages incurred by the Company, including but not limited to amounts the Company is required to pay a third party and attorney’s fees.
Article 10 (Owership and Use of Rights Suspension and Discontinuance of the Service)
1. The Company does not expressly or impliedly guarantee that the Service and the API, including LINE, are free from de facto or legal flaws (including but not limited to stability, reliability, accuracy, integrity, effectiveness, fitness for certain purposes, legality to use for certain purposes, security-related faults, errors, bugs, or infringements of rights).
2. The Company may suspend or discontinue all or a portion of the Service and the API for any of the reasons listed below. In such event, the Company will provide the Partner with notice, by sending e-mail or by any other method prescribed by the Company, of the fact of the suspension or discontinuance of the provision of Service and the expected period of such suspension or discontinuance as soon as practicable. The Company will make reasonable efforts to minimize the effect of the suspension or discontinuance of the provision of the Service and the API on the Partner and Users.
(1) Maintenance, inspection, or construction of equipment used in the provision of the Service and the API;
(2) A failure of the equipment used in the provision of the Service and the API; or
(3) When telecommunications services fail for reasons attributable to the telecommunication service providers
3. If the Company determines that any of the following applies to the Partner, the Company may suspend the use of the Services by the Partner:
(1) In the event that the CP Server is significantly different from the Development Plans approved by the Company;
(2) In the event of a violation by the Partner of the LINE Customer Connect Specific Terms and Conditions.
(3) In the event that the CP Server improperly collects User Information;
(4) In the event that the CP Server does not comply with the Guidelines, etc. established by the Company;
(5) The Partner fails to pay its fees when they become due;
(6) The Partner assigns, lends or shares the Account;
(7) The Partner infringes upon any industrial property right, copyright or other intellectual property rights of a third party;
(8) The Partner violates any applicable law or regulation, including international treaties, national laws and regulations, and local ordinances;
(9) The Partner transmits information containing misrepresentation or fabrication;
(10) The Partner transmits information that is contrary to public order and morals;
(11) The Partner infringes honor, trust, privacy or any right of a third party, including but not limited to intellectual property right, publicity right. ;
(12) The Partner commits an act that is disadvantageous or harmful to the Company or the Company’s customers;
(13) The Partner commits an act that the Company deems illegitimate or inappropriate; or
(14) The Partner commits an act that results or may result, as determined by the Company, in significant interference with the businesses of the Company, or the provision or operation of the Services.
(15) The third party who operates and provides the application market for smart phones used by the Company (e.g., Apple inc., Google inc.) (hereinafter referred to as the “Platform Provider”) requires the Company to suspend providing all or part of the Service.
4. In the event a User attempts to enter a message or other transmission into the CP Server but is unable to send such message or other transmission to the CP Server where the communications between LINE and the CP Server is congested or disrupted due to reasons attributable to the CP Server or the telecommunications equipment of the Partner that works with the CP Server, the Company, at its discretion, may delete all or a portion of the message or transmission and may suspend or discontinue the provision of the Service to the Partner without prior notice to the Partner.
5. The Partner acknowledges, consents, and agrees that there might be effects on the transmissions between LINE and the CP Server and that the CP Server might not function correctly due to the suspension or discontinuance of the provision of the Service to the Partner.
6. The Company is not liable for any damages to the Partner or Users due to the suspension or discontinuance of the provision of the Service and the API, including LINE, regardless of the reason for the suspension or discontinuance.
Article 11 (Suspension and Termination)
1. If any of the events in Article 10.3 (Suspension of the Services) applies to the Partner, the Company may immediately terminate the Services Agreement with the Partner by sending a notice to the other party, without suspending the Services pursuant to Article 10.3.
2. Without regard to Article 11.1, where the Partner has not logged on to the management screen for the Service for a period of six months or longer, the Company may suspend the Partner’s use of the Service and the API, cancel the contractual agreement based on the LINE Customer Connect Specific Terms and Conditions or terminate the provision of the Service and the API to the Partner where it has provided thirty-day prior written notice, including notice by e-mail, to the Partner, provided that the Partner has not raised particular objections within the thirty-day notice period.
3. The provision of the Service and the API to the Partner shall automatically terminate on the date, if any, on which the Services Agreement for the Corporate Account Service for which the Service and the API are used is terminated or the Partner’s Corporate Account Service plan has changed to the plan for which the Service is not available.
Article 12 (Elimination of Anti-Social Forces)
1. Each of the Company and the Partner warrants that it, or any of its representatives, officers, people who are substantially involved in its management, employees, agents or mediators (hereinafter referred to as the “Related Persons”) is not and will not be any of the following:
(1) Organized crime group (meaning the organized crime group set forth in Article 2, Item 2 of the Act for the Prevention of Wrongful Acts by Members of Organized Crime Groups (Act No.77 of 1991; hereinafter referred to as the “Organized Crime Groups Act”) ;
(2) Organized crime group member (meaning the organized crime group member set forth in Article 2, Item 6 of the Organized Crime Groups Act);
(3) Organized crime group quasi-member;
(4) Company related to an organized crime group;
(5) Corporate extortionist, rogue person proclaiming himself/herself as a social activist or political activist or organized special intellectual crime group;
(6) Person who has a close relationship with any of the persons described above (including, but not limited to, provision of funds or other benefits); or
(7) Other persons equivalent to those described above.
2. Each of the Company and the Partner warrants that it, or any of its Related Persons directly or indirectly conduct any of the acts listed below:
(1) Violent demand;
(2) Unjust demand beyond the legal responsibility;
(3) Using threatening conduct or language (including, but not limited to, telling someone that it or any of its Related Persons is any of the persons described above) or violence with respect to the transaction;
(4) Damaging the credit or interfering with the business of the other party by spreading rumors or using fraudulent means or force;
(5) Other acts equivalent to those described above.
3. If it is found that the other party is in breach of any of the representations or warranties set forth in Article 12.1 or 12.2 above, either the Company or the Partner may immediately terminate the Services Agreement without any demand.
4. If either the Company or the Partner terminates the Services Agreement pursuant to the provisions of Article 12.3 above, such terminating party shall not be liable for any damage, loss or cost incurred by the other party due to such termination.
Article 13 (Termination of the Services)
1. The Company may terminate all or part of the Service as deemed appropriate by the Company.
2. If the Company is to terminate the Service, the Company shall give two (2) months’ prior written notice to the Partner.
3. If all or part of the Service is terminated based on Article 13.1 or 13.2 above, the Services Agreement shall be terminated concurrently as of the date of such termination of the Service.
Ariticle 14 (Measures after the Termination)
1. Upon termination of the use of the Service or provision of the Service to the Partner, the Partner shall promptly destroy the information to which the Company has rights, the information to which the Partner has rights and the Company Document as provided for in Article 8 (The details of deletion of such information shall be subject to the LINE User Data Policy.)
2. If the Partner wishes to continuously use the Corporate Account Service of the Company after the termination of the Service or termination of the Services Agreement, the details, method and whether the use is accepted or not shall be subject to the guidelines provided by the Company and the LINE Customer Connect Specific Terms and Conditions other than the provisions specific to the Service such as Articles 15, 16 and 17 shall continuously apply.
Article 15 (Special Provisions Concerning "Manual Reply")
If the Partner uses the Manual Reply, the usage fee for the Service shall only include the usage fee for the Push Message for the purpose of customer support starting from the Partner through LINE and shall not include the fee for distribution of the Push Message for any other purpose such as one-sided advertisement delivery, and the Partner may not use the Push Message for such purpose. The usage fee for the Push Message for any other purpose such as one-sided advertisement delivery shall be separately subject to the fee structure for the Corporate Account Service.
Article 16 (Special Provisions Concerning "LINE to Call")
If the Partner makes an automatic audio response to the User using the LINE to Call, the Company may examine the details of the automatic voice in advance.
Article 17 (Special Provisions Concerning "Call to LINE")
1. The Company shall provide the Partner who uses the Call to LINE among the Services with the application programming interface as a type of the API which enables the Company internal identifiers associated with the telephone number obtained by the Partner through inquiries from the User to be identified and the Partner to send messages to such Company internal identifiers through LINE (hereinafter referred to as the “API for Call to LINE”).
2. The Partner shall obtain the User’s consent to the following matters when using the Call to LINE.
(1) The Partner obtains the telephone number from the User.
(2) The Partner provides the Company with the telephone number obtained from the User for the purpose of identifying the Company internal identifiers of the User.
(3) The Company identifies the Company internal identifiers of the User using the telephone number of the User provided by the Partner and provides the Partner with such Company internal identifiers.
(4) Matters separately required by the Company in addition to those described above.
3. The Company may examine the content of the Call to LINE planned by the Partner and the details of messages sent to the User using the Call to LINE in advance.
Article 18 (Confidentiality)
1. With respect to information of the Company or the Partner disclosed under the Services Agreement designated as confidential to a receiving party in addition to that separately provided for in the LINE Customer Connect Specific Terms and Conditions (hereinafter referred to as the “Confidential Information”), the receiving party shall treat such information as strictly confidential.
2. Personal information owned by the Company or the Partner and disclosed pursuant to the Services Agreement shall be treated as the Confidential Information. The Company and the Partner shall use reasonable efforts to prevent from any divulgation, falsification or eavesdropping of such personal information.
3. If the Company or the Partner becomes aware of any divulgation, falsification or eavesdropping of the Confidential Information, it shall immediately report to the other party in writing, which includes e-mail.
4. Neither the Company nor the Partner may disclose the Confidential Information to any third party without prior written approval of the other party; provided, however, that the following information is not considered as the Confidential Information:
(1) Information that was already known to a receiving party prior to the disclosure;
(2) Information that is publicly known or generally available to the public;
(3) Information that a receiving party has legitimately obtained from a third party without bearing any confidentiality obligation;
(4) Information that a disclosing party has agreed in writing to be excluded from the Confidential Information; and
5. In the event that either the Company or the Partner is required by any applicable laws, ordinance, rules, or regulations to disclose any of the Confidential Information disclosed by the other party, a receiving party shall provide a disclosing party with prompt written notice of such requirement ; provided, however, that if the receiving party will not be able to provide a disclosing party with a prior notice due to the restrictions by laws or time constraint, a receiving party may disclose the Confidential Information with providing late notice to a disclosing party. Notwithstanding the provisions of Article 18.4, if the receiving party discloses the Confidential Information pursuant to the provisions of Article 18 (5), the receiving party may disclose the Confidential Information to the minimum extent necessary ; provided, however, that if the receiving party receives instructions from the disclosing party for the maintenance of confidentiality of the Confidential Information with respect to the disclosure, the receiving party shall follow such instructions as much as possible under the laws or regulations and as much as practicably possible.
6. If the Services Agreement is terminated or if a disclosing party requests during the term of the Services Agreement, the Company and the Partner shall return or destroy the Confidential Information and any reproductions thereof.
7. If the Company and the Partner execute a separate non-disclosure agreement, an agreement on protection of personal information, or any other agreements that have the same purpose or effect, such an agreement shall prevail.
Article 19 (Compendation for Damages)
1. If the Company incurs damages due to the Partner’s violation of the Major Terms and Conditions, the Partner shall immediately compensate all such damages (including, but not limited to, reasonable attorney’s fees).
2. If the Partner receives any claim, allegation, demand, request or motion (hereinafter collectively as the “Claims”) that the Partner has infringed upon a right of a third party, including the Users, in relation to the Services, the Partner shall resolve such Claims at its expense and responsibility. If the Company incurs any damages due to such Claims, the Partner shall immediately compensate all such damages. If the Company resolves the Claims, the Partner shall pay for all expenses incurred by the Company to resolve the Claims.
3. The Company is not responsible for any damages that the Partner may incur during any interruption or suspension of the Services due to force majeure such as fire, electric outage or natural disaster, network or system failure, or the event set forth in the LINE Customer Connect Specific Terms and Conditions.
4. The Partner acknowledges and agrees that when the Partner leads the Users to external service by using the Service, there can be situations where the said external service would be unavailable to the Users due to technical or other reasons. Furthermore, the Partner may suffer disadvantages including, but not limited to, complaints from the Users and/or disadvantageous treatment by the Platform Provider (collectively referred to as “Disadvantage”). The Partner assumes the risk of suffering Disadvantages, and acknowledges that the Partner leads the Users to external service at its own risk. The Partner agrees that the Company will not be held liable for any loss or damages caused by unavailability of the external service or the said Disadvantage.
5. With respect to the provisions of the LINE Customer Connect Specific Terms and Conditions, only if the Partner incurs damages due to the Company’s willful conduct or gross negligence, the Company will compensate such damages to the extent that such damages are ordinary, actual and direct. The amount of compensation to be paid by the Company shall be limited to smaller of either the amount of monthly usage fees or the amount of fees actually paid by the Partner in the month preceding the month when the damages have been incurred.
Article 20 (Change of Name and Other Information of the Partner)
1. If there is any change to the Partner’s representative, corporate name or address, the Partner shall promptly notify to the Company the change in writing, which includes e-mail.
2. If the Company receives the notice in Article 11.1 above, the Company may request the Partner to provide a document evidencing such change, and the Partner shall comply with such request.
Article 21 (Transfer and Succession)
The Partner shall not transfer, assign, provide as security, the Services Agreement or its rights and obligations arising in connection with the Services Agreement to any third party, without prior written approval of the Company.
Article 22 (Severability)
If any of the provisions of the LINE Customer Connect Specific Terms and Conditions is declared to be invalid or unenforceable by the court or any other competent authorities, the invalidity or unenforceability of such provision shall have no effect on the validity or enforceability of other provisions or related rules. The provision that is declared to be invalid or unenforceable shall be changed to a provision that reflects initial intent of the Company and the Partner in compliance with the laws.
Article 23 (Consultation)
With respect to any matter not provided in the LINE Customer Connect Specific Terms and Conditions, the Company and the Partner shall discuss and resolve issues that may arise in good faith.
Date of establishment: August 18, 2017
Last Updated: November 30, 2018