Kingdom of Thailand
B. Contract Period
This Agreement shall take effect on the Effective Date and continue until terminated by either party upon thirty (30) day prior written notice unless terminated earlier pursuant to the terms of this Agreement. Such termination shall not affect any outstanding Insertion Order and the terms hereof shall continue with respect to such Insertion Order.
The duration of each Service shall be abided by the terms set forth in pertinent Insertion Order.
C. Service Fee
As set forth within the Insertion Order(s).
D. Late Payment Interest
7.5% or maximum rate permitted by law
E. Governing Laws
This Agreement shall be interpreted and governed by the laws of the Territory. The Parties irrevocably and unconditionally agree that any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the Courts of the Territory.
This Agreement shall govern in the event of any inconsistency between this Agreement, Specific Terms, Guidelines and the Insertion Order, except those pertaining to the Payment Terms in the Insertion Order. Priority of the other documents forming this Agreement shall be in accordance with the following order:
(a) Insertion Order
(b) Specific Terms; and
GENERAL TERMS AND CONDITIONS OF THE SERVICES
Article 1. Definitions
The definitions of capitalized terms set forth in Article 1 of these General Terms and Conditions will apply to the Agreement (including the Major Terms), except where otherwise defined in the relevant Specific Terms:
1. "Advertisement Services" means the LINE TV Advertisement Service, the LINE Timeline Advertisement Service, and any other services provided by LINE and that are used by the Partner for advertising purposes.
2. “Affiliate” shall mean, in relation to a Party, any legal entity (such as a corporation, partnership, or limited liability company) that controls or is controlled by, or is under the common control of, such Party. For the purposes of this definition, the term “control” means having (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. As applicable particularly to LINE, "Affiliate" shall include LINE Corporation (JP) and LINE Plus Corporation.
3. "Applicant" means a person who desires to use any of the Advertisement Services or LINE Services (as applicable) and whom, after acceptance by LINE of a duly completed Application for the relevant Advertisement Service from such person, shall become a party to this Agreement as the Partner.
4. "Application" means an application form for the Advertisement Services or other documents prescribed in the Referred Agency Service Agreement and which may from time to time be amended by LINE, to be completed by an Applicant and submitted to LINE.
5. "Business Connect Service" shall mean the service of providing automatic connection between the Partner's system and/or information with LINE's API (as defined in the Specific Terms of the Business Connect Service) allowing automatic responses to be sent to Users through the channels available for the LINE General Service.
6. "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.
7. "LINE" shall mean LINE Company (Thailand) Limited or its Affiliates, unless provided otherwise in the relevant Specific Terms and Guidelines.
8. "LINE General Service" shall have the meaning given to it in the Specific Terms of the Official Accounts.
9. "LINE Partner Service" shall have the meaning given to it in the Specific Terms of the Official Accounts.
10. "LINE Points Ads Service" shall mean the "Service" as defined in the Specific Terms of the LINE Points Ads Service.
11. "LINE Services" shall mean the LINE General Service, the LINE Partner Service, the Business Connect Service, the LINE TV Advertisement Service, the LINE Timeline Advertisement Service, the LINE Points Ads Service and any other services to be provided by LINE or its Affiliates as specified in the relevant Exhibits to this Agreement, and a "LINE Service" shall mean each of them.
12. "LINE Timeline Advertisement Service" shall mean the "Advertising Services" as defined in the Special Terms of the LINE Timeline Advertisement Service.
13. "LINE TV Advertisement Service" shall mean the "Advertising Services" as defined in the Special Terms of the LINE TV Advertisement Service.
14. “Major Terms” shall mean the Major Terms to this Agreement signed by the Parties, as attached to this Agreement. For avoidance of doubt, the Major Terms shall constitute part of this Agreement.
15. “Official Account” shall have the meaning given to it in the Specific Terms of the Official Accounts.
16. “Partner” means (i) a client who will purchase or has purchased the relevant LINE Service(s) (by signing Insertion Order by itself or through the Agency), whereby the client may also be referred to as "Advertiser" in relevant Insertion Order; or (ii) Agency who will purchase or has purchased the relevant LINE Services from LINE for a client by signing an Insertion Order with LINE as provider.
17. "Party" shall mean either Partner or Provider, as the context requires, and "Parties" shall mean both of them.
18. "Insertion Order" means a Insertion Order for use of a Service to be completed by Partner substantially in the form prescribed by LINE and submitted to Provider hereunder.
19 "Referred Agency Service Agreement" shall mean the agency service agreement specified as such in the Major Terms.
20. "Service" shall mean a LINE Service for which the Partner has subscribed under this Agreement as indicated in the Major Terms and "Services" shall mean all such LINE Services.
21. “Service Period” refers to the Contract Period in the Major Terms.
22. "Specific Terms" shall mean any or all of the Specific Terms of the Official Accounts, the Specific Terms of the Business Connect Service, the Specific Terms of the LINE TV Advertisement Service, the Specific Terms of the LINE Timeline Advertisement Service, and the Specific Terms of the LINE Points Ads Service, as the context requires.
23. "Specific Terms of the Business Connect Service" shall mean the Specific Terms and Conditions of LINE Services for Business Partners - Business Connect Service attached to this Agreement in Exhibit C.
24. "Specific Terms of the LINE Points Ads Service" shall mean the Specific Terms and Conditions of LINE Services for Business Partners - LINE Points Ads Service attached to this Agreement in Exhibit H.
25. "Specific Terms of the LINE Timeline Advertisement Service" shall mean the Specific Terms and Conditions of LINE Services for Business Partners - LINE Timeline Advertisement Service attached to this Agreement in Exhibit F.
26. "Specific Terms of the LINE TV Advertisement Service" shall mean the Specific Terms and Conditions of LINE Services for Business Partners - LINE TV Advertisement Service attached to this Agreement in Exhibit E.
27. "Specific Terms of the Official Accounts" shall mean the Specific Terms and Conditions of LINE Services for Business Partners - Official Accounts attached to this Agreement in Exhibit A.
28. "Trademarks" shall mean any marks, names, and/or logos, whether registered or not, including all applications and rights to apply for trademark registrations, which are used to represent an entity or cause, and whereby the general public will relate such marks, names, and/or logos with the representing entity or cause.
29. "User" shall mean a registered end user of the LINE General Service.
30. "Territory" shall mean the region(s) specified as such in the Major Terms.
Article 2. Purpose and Applicability of the Terms and Conditions; Contractual Relationship
1. The purpose of the General Terms and Conditions is to set forth the general provisions in relation to the rights and obligations, support and cooperation of Partner and LINE for the successful promotion of the selected Service(s).
2. Terms and conditions set forth in the General Terms and Conditions, Insertion Orders, relevant Guidelines and, where applicable, any Applications, will apply to the Parties along with the relevant Specific Terms during the Partner’s use of the Service(s) throughout the Contract Period.
3. For Advertisement Services, the Applicant shall agree to the General Terms and Conditions and the applicable Specific Terms and the Specific Terms of the applicable Advertisement Services, and fill out a separate Application with required information and send the Application to LINE. Upon LINE's acceptance of the Application, the Agreement shall be deemed to be executed between LINE and the Applicant who becomes the Partner.
4. If a Partner executes the Agreement and/or Application (if applicable) as Agency, the terms and conditions for payment of the relevant Service Fee(s) for the relevant Service shall be determined by (i) the payment terms under the Referred Agency Service Agreement between the Partner or Applicant (as the case may be) and LINE and (ii) the provisions relating to such Service Fee in the applicable Insertion Order and Specific Terms relating to that Service.
5. LINE shall be entitled to reject an Application and/or a Insertion Order, suspend the use of the Service(s) by the Partner, or terminate the Agreement without any prior notice or warning to such Partner if any of the following events occur:
(i) the Applicant or the Partner has been or may be, as determined by LINE, delinquent in paying fees, expenses, premiums or late charges for services, including the Services and any other services provided by LINE or any of its Affiliates;
(ii) the Applicant or the Partner may, as determined by LINE, harm the reputation of the Services;
(iii) the Application or the Insertion Order contains any false information or misrepresentation; or
(iv) LINE deems that it is inappropriate for itself to execute or continue providing services under the Agreement with such Applicant or Partner
Article 3. Disclaimer
LINE disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties or conditions arising out of course of dealing or usage of trade. LINE is not responsible or otherwise liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of any Service.
Article 4. Representations and Warranties
1. Each Party warrants to the other Party that it has full power and authority to enter into and perform its obligations under the Agreement, and that the execution of the Agreement and performance of its obligations hereunder do not violate applicable laws or regulations or constitute a breach of any contract or obligation to which it is a party.
2. Partner hereby represents and warrants that:
(i) it holds all applicable licenses, authorizations or approvals, including, but not limited to, any licenses with third party clearance, required for it to lawfully enter into the Agreement and perform its obligations hereunder;
(ii) the entry into of the Agreement by it does not violate any contract or obligation existing between it and any other person or entity, and throughout the Contract Period, it will not enter into any agreement with any person or entity that is inconsistent with any of the provisions of this Agreement;
(iii) it shall comply with all applicable laws, rules and regulations, all third party rights and all LINE policies while performing its obligations under the Agreement or in connection with any Service for which it has subscribed;
(iv) the Contents do not and will not infringe in any manner whatsoever upon the rights or interests of any third party;
(v) the Contents do not contain material that is defamatory, unlawful, obscene, against social norms or contrary to public order or good morals, or otherwise infringing upon the rights of a third party; and
(vi) all elements within the Contents are either originals of the Partner, or Partner is entitled 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) each LINE Service does not and will not infringe in any manner whatsoever upon the rights or interests of any third party;
(iii) each LINE Service does not contain material that is defamatory, unlawful, obscene, against social norms or contrary to public order or good morals or otherwise infringing upon the rights of a third party.
4. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT OF ALL APPLICABLE LAWS, THE 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 THE 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 THE 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 5. Indemnification
Partner shall indemnify, defend and hold harmless LINE (and its Affiliates, stockholders, officers, directors, employees, and agents) against all liabilities, costs, expenses, damages and/or losses (including but not limited to any direct damages, loss of profit, loss of reputation and all interest and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred, arising out of or in connection with:
(i) any breach of the representations or warranties contained in Article 4 under this Agreement or in the relevant Specific Terms; or
(ii) the Partners breach of any of its obligations under the Agreement due to any willful misconduct or gross negligence on the part of the Partner.
Article 6. Limitation of Liability
IN NO EVENT WILL LINE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR USE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE RELEVANT LINE SERVICE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 7. Confidentiality
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 as explicitly permitted under this Agreement. The Receiving Party shall disclose Confidential Information of the Disclosing Party only to the employees of the Receiving Party or a third party consigned by the Receiving Party who need to know such Confidential Information strictly and solely for the purpose of the Receiving Party’s performance of this Agreement, and provided that such employees or consigned third parties 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 or consigned third parties.
2. The Parties shall treat the existence and contents of this Agreement as Confidential Information of the other Party, and comply with the confidentiality obligations provided in this Article 7.
3. The obligations of this Article 7 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.
4. If the Agreement is terminated or if a Disclosing Party requests during the Contract Period, the Parties shall return or destroy the Confidential Information of the other Party and any reproductions thereof.
5. If the Parties 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 8. Termination
1. Unless terminated earlier according to this Article, the term of this Agreement will begin on the Effective Date and conclude at the expiration of the Contract Period as specified in the Major Terms.
2. This Agreement may be terminated, at any time, by the mutual agreement of the Parties. However, the payment paid to LINE by the Partner, is non-refundable.
3. Each Party may immediately terminate this Agreement:
(i) if the other Party commits a material breach of any representation, warranty or obligation under this Agreement, and such breaching Party does not cure the breach within seven (7) days after receiving written notice thereof from the non-breaching Party;
(ii) if the other Party is unable to pay its debts as they become due according to (among other things) payment terms in the relevant Insertion Order or else, enters liquidation, bankruptcy, reorganization, or dissolution proceedings, or its creditors take over its management; or
(iii) if the other Party suffers a sufficient loss of goodwill that renders the performance under this Agreement reasonably impractical.
4. Upon expiration or termination of this Agreement each Party shall destroy, delete, or return to the other all Confidential Information disclosed by the other Party in accordance with the instructions of the other Party.
5. The expiration or termination of this Agreement shall not affect any of the Parties’ rights or obligations that were incurred prior to such expiration or termination.
6. Any provision of this Agreement (including the Major Terms) that expressly or by implication is intended to survive or come into or continue in force on or after the termination or expiration of this Agreement (including, payment of all fees accrued prior to the date of termination or expiration) shall remain in full force and effect.
7. The termination of certain LINE Services shall not affect the continuance of other LINE Services.
Article 9 Electronic Insertion Order
1. The Parties agree that the Insertion Order may be generated, executed and kept in paper form or as an electronic document ("e-I/O"). The Parties agree to be bound by the e-I/O in the same manner as if the e-I/O were generated, executed and kept in a paper form. The Parties agree that they shall not deny the validity and enforceability of the e-I/O provided the e-I/O are generated, executed and kept in compliance with the requirements under the law on electronic transactions of the Territory.
2. Partner agrees and accepts that any activity performed by any of its staff or employee or the Agency (if applicable), any electronic signature or signature in paper form signed by its staff or employee or the Agency (if applicable) in Insertion Order or e-I/O and any electronic message, including e-mails, sent from corporate email address of any staff, employee or the Agency to confirm the acceptance to and to send the executed Insertion Order in any forms or e-I/O to LINE shall be binding on Partner.
Last updated on July 4, 2018