Article 1. Purpose
The purpose of this General Terms and Conditions (“General Terms”) is to define general provisions in relation to the rights and obligations, support and cooperation of Partner and LINE for successful promotion of the selected LINE Service and/or LINE Partner Service.
Article 2. Definitions
The definition of terms set forth in this Article 2 will apply to the Insertion Order (the Insertion Order, General Terms, and Specific Terms and Conditions, collected as “Agreement”), unless otherwise defined in the relevant Specific Terms and Conditions for the respective LINE Partner Service.
1. “Affiliate” shall mean any legal entity (such as a corporation, partnership, or limited liability company) that controls or is controlled by or under common control with the referenced party. For the purposes of this definition, the term “control” means (i) beneficial ownership of more than fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities or (ii) more than a fifty percent (50%) interest in the net assets or profits of a partnership or other business organization without voting securities.
2. “LINE” shall mean LY Corporation and its Affiliates as the distributor, including LINE Taiwan Limited.
3. “LINE Call Plus” shall mean customer support service provided through Partner’s Official Account consisting of LINE to Call. “LINE to Call” shall mean a service that enables Partners to use a voice call function of LINE (including automated response service using artificial intelligence, hereinafter the same) to respond to inquiries from Users made through the message service of LINE via the Account.
4. “LINE Chat Plus” shall mean customer support service provided through Partner’s Official Account consisting of both or either one of Manual Reply and Auto Reply. “Manual Reply” shall mean a service that enables provision of a manual response by an operator, etc. to inquiries from Users, made through LINE’s messaging service via Partner’s Official Account. “Auto Reply” shall mean a service that enables provision of an automatic response to inquiries from Users made through LINE’s messaging service via Partner’s Official Account.
5. “Contents” shall mean text, image, video, etc. created and/or provided by Partner to LINE to be published, used, and/or distributed via LINE Platform under this Agreement which may be materials or collection of materials constructed in form of signs, characters, voice, sound and image.
6. “Wallet Popup AD” shall mean a LINE advertising solution displayed on “Wallet Tab” on LINE Platform.
7. “Insertion Order” shall mean the written instrument, including specific business terms, payment conditions and other service related ones, signed by Partner for provision of respective LINE Partner Service from LINE.
8. “LINE Ads Platform (LAP)” shall mean LINE’s advertisement distribution system that allows Partner to distribute advertisements of their own, or those of the request of Partner, in advertisement slots designated by LINE on LINE Platform in the countries and areas designated by LINE.
9. “LINE Beacon” shall mean the service in which a User’s terminal detects electric waves emitted from beacon terminals manufactured in accordance with the specifications designated by LINE (the “Beacon Terminals”) and thereby individual messages and other information separately determined by LINE can be transmitted to such User from the Partner’s Official Accounts.
10. “LINE Invoice” shall mean an advertising solution designed to promote branding and product sales by providing certain awards to users through uploading E-invoice scratch and becoming a friend of Partner's Official Account.
11. “LINE MUSIC Gift cards” shall mean the gift card which can be redeemed for “LINE MUSIC Service Plan” and/or specific services or conditions designated by LINE, and Partner may purchase from LINE for promotional purposes, in order to distribute to Users free of charge.
12. “LINE Partner Services” shall mean services or products provided by LINE on LINE Platform, including but not limited to, Talk Head View, LINE Ads Platform, LINE POINTS, LINE POINTS Ad, LINE POINT CODE, LINE POINT Connect, Official Account, LINE VOOM, LINE LIVE, LINE POINTS, Sponsored Stickers, Mission Sticker, LINE Sampling, Notification Messages, LINE Call Plus, LINE Chat Plus, LINE Beacon, LINE TODAY Ads, any other services provided by LINE, and/or any other services or products specially customized for Partner pursuant to this Agreement.
13. “LINE Platform” shall mean online platforms including Desktop App operated by LINE and its Affiliates.
14. “LINE POINTS” shall mean virtual currency used on LINE Service and/or specific services or conditions designated by LINE, and Partner may purchase from LINE for promotional purposes, in order to distribute to Users free of charge.
15. “LINE POINTS Ad” shall mean an advertisement service provided by LINE with charged fee that when a User completes a certain action or actions on or out of LINE Service in respect of Partner’s advertisements, Partner grants such User a right to receive LINE POINTS.
16. “LINE POINT CODE” shall mean the fixed number issued by LINE and comprised of a combination of symbols and numbers, which functions as a PIN code that can be exchanged for LINE POINTS.
17. “LINE POINT Connect” shall mean the service provided by LINE with charged fee that third business parties may purchase from LINE for promotional purpose, in order to distribute any amount of LINE POINTS to Users free of charge.
18. “LINE Sampling” shall mean an advertising solution designed to promote product branding and sales by connecting users from online campaigns to offline channel.
19. “LINE Service” shall mean an instant message and free call service to Users operated and provided by LINE and its Affiliates through any access equipment, including personal computer, tablet device, and mobile.
20. “LINE Stickers” shall mean any images that can be downloaded by Users, that have been designed by LINE or its Affiliates, using the intellectual properties owned by LINE (of its Affiliates).
21. “LINE TODAY Ads” shall mean LINE advertising solutions displayed on different slots on LINE TODAY.
22. “LINE LIVE” shall mean a broadcasting service provided by LINE that provides one-way video output to share with Users.
23. “Major Terms” shall mean the business terms and conditions under Insertion Order signed by Partner. Major Terms shall constitute part of this Agreement.
24. “Mission Sticker” shall mean the Sponsored Sticker delivered to User, who has completed the designated mission and/or task as designated and developed by Partner or LINE, on LINE Platform by utilizing specific LINE’s API subject to the standard terms of LINE’s API, including https://developers.line.biz/en/docs/partner-docs/mission-stickers/, https://developers.line.biz/en/ and other applicable terms or manual as specified by LINE.
25. “Notification Messages” shall mean the service that enables Partner to send messages on LINE to Users (limited to Users who have provided consent to the LINE for receiving messages via LINE Service) even if such Users have not become a friend of Partners' Official Accounts, by collating cell phone numbers of Users held by Partners (excluding fixed-line telephone numbers; hereinafter the same) or other information prescribed at each time by LINE (hereinafter referred to as the “Authorization Key”) and the Authorization Key held by LINE.
26. “Official Account” shall mean the designated user account that Partner may utilize to communicate with Users including but not limited to transmitting Contents on LINE Platform.
27. “OA Plus" shall mean advanced features to Official Account through different plugins, including but not limited to “Chat Plugin”, “Rich Menu Plugin”, “Auto Response Plugin”, “Marketing Plugin”, "OA Shop" or any other plugin provided by LINE or its Affiliates.
28. “Partner” shall mean LINE’s corporate or individual client who purchases or uses LINE Partner Service(s) by signing service agreement, Insertion Order and/or other applicable application written format.
29. “Service Period” shall mean the service period specified in the Major Terms.
30. “Sponsored Stickers” shall mean any Stickers that are paid for and released by Partner pursuant to the Major Terms as attached to this Agreement.
31. “Sticker” shall mean digital image, emoticon and/or character created and produced to be downloaded by Users through the operating system designated by LINE and used mainly, but not limited to, on LINE Platform and/or LINE Service.
32. “Talk Head View” shall mean a LINE advertising solution displayed on “Chat Tab” on LINE Platform.
33. “Trademarks” shall mean any marks, names, and/or logos, whether registered or not, which are used to represent an entity or cause, and the general public will relate such marks, names, and/or logos with the representing entity or cause.
34. “LINE VOOM” shall mean a homepage made available to promote Partner on LINE Platform.
35. “User” shall mean registered users of LINE Service.
36.“LINE Beacon Network” shall mean a LINE advertising solution displayed on “Chat Tab” on LINE Platform when LINE users visit the locations through the LINE Beacon installed. User’s terminal detects electric waves emitted from beacon terminals manufactured in accordance with the specifications designated by LINE (the “Beacon Terminals”) and thereby individual messages and other information separately determined by LINE can be transmitted to such User from the Partner’s Official Accounts. The location includes but not limit to convenient store, bar, drug store and public transportations.
37. “Desktop Ad and Desktop Openchat” shall mean the LINE advertising solutions displayed on “LINE Desktop App”.
Article 3. Partnership; Responsibilities; Obligations
1.Terms and conditions set forth in the General Terms, applicable Specific Terms and Conditions, applicable operation and service guidelines (“Guidelines”) and Major Terms, will apply to the parties.
2.Partner shall provide Contents to Users via LINE Partner Service in the form and frequency as set forth in Major Terms.
3.Partner shall have ownership of intellectual property rights to Contents provided by Partner via LINE Partner Service; provided, however, that LINE is not obligated to protect the intellectual property rights of Partner.
4.Parties may jointly engage in marketing and advertising activities to promote LINE Service and/or LINE Partner Service and the products and/or services of Partner as pursuant to the Major Terms.
5.LINE may perform any of its obligations or exercise any of its rights under this Agreement by itself or through its Affiliates.
6.Partner hereby grants LINE (and its Affiliates) and Users any and all necessary rights to use Contents within LINE Service and LINE Partner Service. The Partner shall not enforce its author’s moral rights under Copyright Act or other applicable laws against LINE.
7. Rights to information of Users that the Partner obtains from its use of LINE Partner Services (including, but not limited to, names, IDs, icon images, status messages and contents; hereinafter referred to as the “Users’ Information”) shall belong to LINE; provided, however, that an exception may apply to information of the Users collected by the Partner at websites that are not the websites for LINE Partner Services but accessed through the use of LINE Partner Services by means, such as links, designated by the Partner.
8. The Partner may not collect or reuse the Users’ Information for any purpose other than to use LINE Partner Services.
9. The Partner agrees that all information registered for LINE Partner Services by the Partner will be deleted, if the Agreement is expired or terminated.
10. The Partner agrees that information transmitted to the Users through the use of LINE Partner Services will remain in the Users’ devices even after the termination of the Agreement and that the Users may continue to use such information.
11.Partner acknowledges that LINE Service (including, without limitation: all content, text, images, software, media and other materials on LINE Service) is proprietary to or licensed by LINE, protected under copyright and other intellectual property laws, and may not be reproduced, transmitted, displayed, published or distributed without the express prior written consent of LINE.
12.Partner shall not:
(i)in any way suggest that LINE is endorsing any products or services of Partner; or
(ii)misrepresent the relationship between Partner and LINE or its Affiliates nor present any information whether it is true or not that may be harmful or damaging to LINE or its Affiliates; or
(iii)except as expressly permitted in writing by LINE or otherwise under this Agreement, use any of LINE’s or its Affiliates’ Trademarks; or
(iv)alter, block or otherwise prevent display of any content of LINE Service.
Article 3-1. Anti-Fraud Cooperation (applicable to Partners using the selected LINE Partner Service that provides advertising solutions displayed on LINE Platform)
To prevent and combat fraud and to comply with the requirements under the Statute Governing the Prevention of Fraudulent Crimes (the “Statute”), Partner acknowledges and agrees to adhere to the requirements under this Article 3-1 before and during the use of the LINE Partner Service.
Article 8-1 of the LINE Ads Platform for Advertiser Terms of Use (the “LAP TOU”) is hereby incorporated into this Article 3-1.
Partner agrees that all the requirements applicable to the Customer under Article 8-1 of the LAP TOU and all the liabilities imposed on the Customer thereunder shall apply to Partner for the use of advertising solutions displayed on LINE Platform under the General Terms. For the avoidance of doubt, such advertising solutions are not limited to the Service under the LAP TOU .
LINE may exercise the rights and claim the compensation stipulated under Article 8-1 of the LAP TOU against Partner in the event that Partner is in breach of this Article 3-1.
In case of any conflict or discrepancy between the provisions of this Article 3-1 and any other articles under the General Terms, the provisions under this Article 3-1 shall prevail, to the extent that the Statute is applicable.
Article 4. Interruption of LINE Partner Services
In the event of any of the following, LINE may temporarily interrupt all or part of LINE Partner Services:
(i) Maintenance of systems or equipment used for LINE Partner Services;
(ii) Failure of systems or equipment used for LINE Partner Services; or
(iii) Incapability to use telecommunication services for the reason attributable to telecommunication companies.
Article 5. Suspension of LINE Partner Services
If any of the following applies to the Partner, LINE may suspend the use of LINE Partner Services by the Partner:
(i) The Partner fails to pay its debts related to or arising from LINE Partner Services or any other agreement or transaction with LINE when they become due, whether based on breach of contract, tort, or otherwise;
(ii) The Partner assigns, lends or shares its account or administration website for LINE Partner Services;
(iii) The Partner infringes upon any industrial property right, including but not limited to copyright and industrial property rights.
(iv) The Partner violates any applicable law or regulation, including constitutional law, international- treaties, national laws and regulations, and local ordinances;
(v) The Partner transmits information containing false, misrepresentation or fabrication;
(vi) The Partner transmits information that is contrary to public order and morals;
(vii) The Partner infringes honor, trust, privacy or any right of a third party, including but not limited to intellectual property right, publicity right;
(viii) The Partner commits an act that is disadvantageous or harmful to LINE or the LINE’s customers;
(ix) The Partner commits an act that LINE deems illegitimate or inappropriate;
(x) The Partner commits an act that results or may result, as determined by LINE, in significant interference with the businesses of LINE, or the provision or operation of LINE Partner Services; or
(xi) The third party who operates and provides the application market for mobile devices used for LINE Partner Services e.g., Apple Inc., Google Inc.) (hereinafter referred to as the “Platform Provider”) requires LINE to suspend providing all or part of LINE Partner Services.
Article 6. Representations and Warranties
1.Each party warrants to the other party that it has full power and authority to enter into and perform this Agreement, and execution of this Agreement and performance of its obligations hereunder do not violate applicable laws or regulations or constitute a breach of any contract to which it is a party.
2.Partner hereby represents and warrants that: (i) it holds all applicable licenses, authorizations or approvals, including, not limited to, any licenses with third party clearance, required to enter into this Agreement and perform its obligations hereunder; (ii) Contents do not and will not infringe in any manner whatsoever upon the rights or interests of any third party; (iii) Contents do not contain contents that are defamatory, unlawful, obscene, against social norms or otherwise infringing rights of a third party; and (iv) all elements within Contents are either original with the Partner, or Partner has the right to grant the rights set forth in this Agreement in connection with such elements.
3.LINE hereby represents and warrants that: (i) it holds all applicable licenses, authorizations or approvals, including, not limited to, any licenses with third party clearance, required to enter into this Agreement and perform its obligations hereunder; (ii) LINE Service does not and will not infringe in any manner whatsoever upon the rights or interests of any third party; and (iii) LINE Service does not contain contents that are defamatory, unlawful, or otherwise infringing rights of a third party.
4.EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT OF ALL APPLICABLE LAWS, LINE PARTNER SERVICES AND PLATFORMS ARE PROVIDED BY LINE AS A NEUTRAL HOST AND ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND LINE DISCLAIMS: (I) ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING LINE PARTNER SERVICES, WEBSITES, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (II) ANY WARRANTY THAT THE PLATFORMS, OUR PRODUCTS, SERVICES OR INFORMATION WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS; AND (III) LIABILITY FOR ANY THIRD PARTY’S SECURITY METHODS AND PROTECTION PROCEDURES. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH LINE PARTNER SERVICES. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, WE GIVE THROUGH THE PLATFORMS, WEBSITES, AND LINE SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED HEREIN.
Article 7. Indemnification
1.A party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including any direct damages and all penalties and legal costs as calculated on a full indemnity basis and all other reasonable professional costs and expenses) suffered or incurred by the other party (including LINE’s Affiliates) arising out of or in connection with third party’s claim, action, or suit under:
(i) any breach of the warranties contained in Article 6; or
(ii)the party's breach or negligent performance or non-performance of this Agreement
2.IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS PROFITS, LOSS DATA, OR LOST GOODWILL ARISIG FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE.
3. LINE is not responsible for any damages that the Partner may incur during any interruption or suspension of LINE Partner Services due to force majeure such as fire, electric outage or natural disaster, network or system failure, or the event in Article 5 (xi) above.
4. The Partner acknowledges and agrees that when the Partner leads the Users to external service by using LINE Partner 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 LINE will not be held liable for any loss or damages caused by unavailability of the external service or the said Disadvantage.
Article 8. Non-Disclosure
1.All confidential information (“Confidential Information”) disclosed by a party (“Disclosing Party”) under this Agreement and so designated at the time of disclosure must be maintained in confidence by the other party (“Receiving Party”) and must not be used for any purpose other than explicitly permitted under this Agreement. The Receiving Party shall disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who need to know such Confidential Information of the Receiving Party’s performance of this Agreement, and provided that such employees are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall be responsible for any breach of such confidentiality obligations by itself or its employees.
2.The obligations of this Section shall not apply to information that:
(i)was in the public domain at the time of disclosure to the Receiving Party;
(ii)becomes part of the public domain after disclosure, by publication or otherwise, through no fault of the Receiving Party;
(iii)was in the Receiving Party’s possession at the time of disclosure to the Receiving Party, without acquiring, directly or indirectly, from the Disclosing Party;
(iv)the Receiving Party acquires from its own research and development, independent of disclosure from the Disclosing Party;
(v)the Receiving Party receives from a third party who had the right to make such disclosure without any confidentiality restrictions; or
(vi)is disclosed in compliance with applicable judicial or administrative proceedings, provided that the Receiving Party notifies the Disclosing Party of such required disclosure, promptly and in writing.
3.Each party recognizes and acknowledges that the other party would not have any adequate remedy at law for the breach by the other party of any one or more of its obligations contained in Article 8, and agrees that in the event of any such actual or potential breach, the non-breaching party may, in addition to the other remedies which may be available to it, file a suit in equity to enjoin the other party therefrom
Article 9. Termination
1.Each party may immediately terminate this Agreement if the other party commits a material breach of any representations, warranties or obligations under this Agreement, including, but not limited to, failure to provide Contents, and does not cure the breach within five (5) days after receiving written notice thereof from the non-breaching party.
2. Notwithstanding Article 9 (1) above, LINE may immediately terminate this Agreement upon a written or electronic notice (including email) to Partner if Partner fails to pay its debts related to or arising from LINE Partner Services or any other agreement or transaction with LINE when they become due, whether based on breach of contract, tort, or otherwise.
3. Any provision of this Agreement (including the Major Terms) that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (including, payment of the fee accrued) shall remain in full force and effect.
Article 10. Anti- corruption Provision
1.Partner warrants and represents to LINE that Partner and its parent, subsidiary and affiliated companies, its and their officers, directors, employees, agents and other representatives of Partner (in this Article, “Affiliates”) have not performed nor will perform any of the following acts (each, an “Act of Corruption”, Foreign Corrupt Practices Act(“FCPA”) of 1977) in connection with this Agreement, any sale made hereunder, any fees paid or to be paid hereunder, or any other transactions involving the business interests of LINE: pay, offer or promise to pay, or authorize the payment of, any money, or give or promise to give, or authorize the giving of, any services or anything else of value, either directly or through a third party, to any official or employee of any governmental authority or instrumentality, or of a public international organization, or of any agency or subdivision thereof, or to any political party or official thereof or to any candidate for political office for the purpose of (a) influencing any act or decision of that person in his official capacity, including a decision to fail to perform his official functions with such governmental agency or instrumentality or such public international organization or political party, (b) inducing such person to use his influence with such governmental agency or instrumentality or public international organization or political party to affect or influence any act or decision thereof or (c) securing any improper advantage.
2.Partner agrees that it will, and will cause its Affiliates, to keep accurate books, accounts, records and invoices and that all payments made to Partner or Affiliates will only be made after receipt by LINE of detailed and accurate invoices supported by detailed records.
3.In the event there is a suspicion that Partner or Affiliates have committed an Act of Corruption, Partner promptly will notify LINE in writing of the details of such suspicion and will immediately cease the Act of Corruption or cause the Affiliates to cease the Act of Corruption. Partner will disclose to LINE such information as requested by LINE regarding such Act of Corruption and will implement such appropriate remedial measures as requested by LINE.
4.In order to confirm the compliance of Partner with the preceding clauses of this Article, LINE and/or representatives of LINE may audit Partner and Affiliates, including reasonable questioning of same. Partner will cooperate with such audits within reasonable limits.
5.If Partner or Affiliates violate any part of this Article, LINE may in its sole discretion cancel all obligations by LINE to pay any reimbursements, fees or other compensation to Partner and may choose to take any or all of the following additional actions:
(i) Immediately terminate this Agreement;
(ii) Recoup any amounts including but not limited to fees or other compensation previously paid by LINE under this Agreement;
(iii) Require Partner to indemnify LINE for any damages, losses and expenses incurred by LINE; and/or,
(iv)Require Partner to comply with any reasonable requests by LINE to remedy violations of this Article.
Further, LINE will not be liable for any loss, damage, claim, liability, cost, or expense incurred by Partner arising out of or related to such actions.
Article11. Miscellaneous
1. 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 LINE the change in writing, which includes e-mail.
(2) If LINE receives the notice in Article 11 (1) above, LINE may request the Partner to provide a document evidencing such change, and the Partner shall comply with such request.
2. Assignment. Partner may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement or delegate any of its duties to any third party without the prior written consent of LINE.
3. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
4. Force Majeure. Notwithstanding any other provision of this Agreement, any default, delay, or failure to perform on the part of either party shall not be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due entirely to causes beyond the reasonable control of the party charged with such default, delay, or failure, including general strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities, actions or inactions of suppliers, epidemics, war, embargoes, fire, earthquake, and acts of God. The affected party shall use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as practicable.
5. Governing Law and Jurisdiction. This Agreement shall be interpreted and governed by the laws of the Republic of China (Taiwan). The Taiwan Shilin District Court shall have the exclusive jurisdiction for the first instance for all disputes related to this Agreement.
6. Entire Agreement. This Agreement (including the Major Terms, the General Terms, the applicable Specific Terms, the applicable Guidelines and the terms set forth in the Insertion Order) constitutes the entire agreement between the parties.
Last updated on November 29, 2024