MAJOR TERMS
A. Territory
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 or in specific terms and guidelines available online at https://lineforbusiness.com/th/terms-and-policies
C. Service Fee
As set forth within the Insertion Order(s) or in specific terms and guidelines available online at https://lineforbusiness.com/th/terms-and-policies
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.
F. Effect
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 or in specific terms and guidelines available online at https://lineforbusiness.com/th/terms-and-policies (as the case may be). Priority of the other documents forming this Agreement shall be in accordance with the following order:
(a) Insertion Order
(b) Specific Terms; and
(c) Guidelines
G. Specific Terms and Guidelines
The Parties are subject to the specific terms and guidelines available online at
https://lineforbusiness.com/th/terms-and-policies/ for the applicable Services. Partner must review all of the relevant Specific Terms and Guidelines for each of the LINE Services applicable to them as these documents affect Partner's rights and obligations.
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 Voom Advertisement Service, and any other services provided by Company 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 Company, "Affiliate" shall include LY 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 Company of a duly completed Application for the relevant Advertisement Service or LINE Services (as applicable) from such person, shall become a party to this Agreement as the Partner.
4. "Application" means an application form for the Advertisement Services or LINE Services (as applicable) or other documents prescribed in the referred agency service agreement and which may from time to time be amended by Company, to be completed by an Applicant and submitted to Company.
5. "Contents" shall mean text, image, video, etc. created and/or provided by Partner to Company to be published, used, and/or distributed via Company platform under this Agreement which may be materials or collection of materials constructed in form of signs, characters, voice, sound and image.
6. "Company" shall mean LINE Company (Thailand) Limited or its Affiliates, unless provided otherwise in the relevant Specific Terms and Guidelines.
7. "LINE General Service" shall mean the instant message and free call service for Users (as defined below) provided by Company and/or any LINE Affiliates through any access equipment, including PC, tablet device, and mobile.
8. “LINE Ads Service” shall mean the "Service" as defined in the Specific Terms and Conditions of LINE Ads Terms and Conditions of Use.
9. "LINE Points Ads Service" shall mean the "Service" as defined in the Specific Terms of the LINE Points Ads Service.
10. "LINE Services" shall mean the LINE General Service, LINE Official Account Service the Business Connect Service, the LINE Voom Advertisement Service, the LINE Points Ads Service and any other services to be provided by Company or its Affiliates as specified in the relevant Specific Terms , and a "LINE Service" shall mean each of them.
11. "LINE Voom Advertisement Service" shall mean the "Advertising Services" as defined in the Specific Terms of the LINE Voom Advertisement Service.
12. “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.
13. “Official Account” shall have the meaning given to it in the Specific Terms of the Official Accounts.
14. “Partner” means (i) a client who will purchase or has purchased the relevant LINE Service(s) (which may or may not sign Insertion Order by itself or through the agency, as the case may be)., 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 Company for a client by signing an Insertion Order with Company as provider.
15. "Party" shall mean either Partner or Company, as the context requires, and "Parties" shall mean both of them.
16. "Insertion Order" means an Insertion Order for use of a Service to be completed by Partner substantially in the form prescribed by Company and submitted to Company hereunder.
17. "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.
18. “Service Period” refers to the service period as specified in Insertion Order or in specific terms and guidelines available online at https://lineforbusiness.com/th/terms-and-policies
19. "Specific Terms" shall mean any or all of the Specific Terms of each LINE Service such as the Official Accounts, the Specific Terms of the LINE Voom Advertisement Service, and the Specific Terms of the LINE Points Ads Service, as the context requires.
20. "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.
21. "User" shall mean a registered end user of the LINE General Service.
22. "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 Company 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 Company. Upon Company's acceptance of the Application, the Agreement shall be deemed to be executed between Company 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 Company and (ii) the provisions relating to such Service Fee in the applicable Insertion Order and Specific Terms relating to that Service.
5. Company shall be entitled to reject an Application and/or an 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 Company, delinquent in paying fees, expenses, premiums or late charges for services, including the Services and any other services provided by Company or any of its Affiliates;
(ii) the Applicant or the Partner may, as determined by Company , harm the reputation of the Services;
(iii) the Application or the Insertion Order contains any false information or misrepresentation; or
(iv) Company deems that it is inappropriate for itself to execute or continue providing services under the Agreement with such Applicant or Partner
Article 3. Disclaimer
Company 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. Company 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 Company 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. Company 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 COMPANY AS A NEUTRAL HOST AND ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND COMPANYDISCLAIMS: (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 Company (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 Partner breaches 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 COMPANY 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 Company 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 this Agreement and 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 this Agreement and the e-I/O in the same manner as if this Agreement or 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 this Agreement and the e-I/O provided this Agreement and 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 this Agreement, Insertion Order or e-I/O and any electronic message, including e-mails, sent from email address of any staff, employee or the agency to confirm the acceptance to and to send the executed Agreement and Insertion Order in any forms or e-I/O to Company shall be binding on Partner.
Article 10. Anti-corruption Provision
1. Partner warrants and represents to Company 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 Company: 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 Company 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 Company 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 Company such information as requested by Company regarding such Act of Corruption and will implement such appropriate remedial measures as requested by Company.
4. In order to confirm the compliance of Partner with the preceding clauses of this Article, Company and/or representatives of Company 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, Company may in its sole discretion cancel all obligations by Company to pay any reimbursements, fees or other compensation to Partner and may choose to take any or all of the following additional actions:
(a) Immediately terminate this Agreement;
(b) Recoup any amounts including but not limited to fees or other compensation previously paid by Company under this Agreement;
(c) Require Partner to indemnify Company for any damages, losses and expenses incurred by Company; and/or,
(d) Require Partner to comply with any reasonable requests by Company to remedy violations of this Article.
Further, Company will not be liable for any loss, damage, claim, liability, cost, or expense incurred by Partner arising out of or related to such actions.
6. Company hereby warrants and represents that Company has put in place LY Corporation Group Code of Conduct for Business Partner attached hereunder for the interest of this Provision.
LY Corporation Group Code of Conduct for Business Partner
Article 11. Miscellaneous
1. Assignment. Partner may not assign or transfer, by operation of law or otherwise, or provide as security any of its rights under this Agreement, or delegate any of its duties to any third party, without the prior written consent Company. Company may assign or transfer, by operation of law or otherwise, or provide as security any of its rights under this Agreement, or delegate any of its duties to any third party, without the prior written consent of Partner. Subject to the restrictions on assignment and transfers set forth herein, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. However, either Party may assign this Agreement without consent in connection with any transfer of all or substantially all of its business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempt to assign or transfer this Agreement other than in accordance with this provision shall be null and void.
2. Further Assurances. Partner shall execute any and all documents, and do such other acts reasonably requested by Company as may be required to evidence, confirm, and/or further effect Company's rights under this Agreement. If Partner fails to execute and deliver any such documents and instruments promptly upon request by Company, Company is hereby duly authorized and appointed as the attorney-in-fact of and for Partner to make, execute, and deliver any and all such documents and instruments.
3. Severability. All provisions of this Agreement are severable. If any provision of this Agreement is or becomes or is determined to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability of such provision shall have no effect on the validity or enforceability of other provisions of this Agreement, and the invalid, illegal or unenforceable provision shall be deemed modified or amended to the minimum extent necessary to make it valid, legal and enforceable. If such modification or amendment is not possible, the relevant provision shall be deemed invalid. Any modification to or invalidation of a provision under this clause shall not affect the validity and enforceability of the remaining provisions of this Agreement.
4. Consultation. With respect to any matter not provided in this Agreement or where the General Terms and Conditions or the Specific Terms are silent, the Parties shall enter into good faith discussions to resolve in an expeditious manner any issues that may arise in this regard.
5. Construction. The headings contained in this Agreement are for convenience only and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including, but not limited to.”
6. Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute the same instrument. For the purposes of this Agreement, transmitted copies (reproduced documents that are transmitted via photocopy, facsimile, or any other process that accurately transmits the original) are considered equivalent to original documents.
7. Language. The controlling version of this Agreement shall be in the English language, and such English version of this Agreement shall govern and control in the case of any dispute between the Parties regarding the interpretation or application of the terms and conditions of this Agreement.
8. Notice. Unless otherwise specifically provided herein, all notices, consents, requests, demands, and other communications required or permitted hereunder:
(i) shall be in writing in the English or Thai language ;
(ii) shall be sent by messenger, certified or registered mail, a national overnight delivery service for next business day delivery, or email, charges prepaid as applicable, to the appropriate address or number set forth in the relevant Insertion Order; and
(iii) shall be deemed effective upon receipt by the addressee, as evidenced by:
(a) a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication, or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail, or express delivery service; or
(b) a receipt or other evidence of transmittal, generated by the sender’s facsimile or email software showing that such communication was sent to the appropriate number or email address on a specified date, if sent by facsimile or email.
9. 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 proven to be due entirely to causes beyond the reasonable control of the Party charged with such default, delay, or failure (the "Affected Party"), 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 default, delay, or failure and shall resume performance of this Agreement as soon as practicable in the case of a prolonged Force Majeure which prevents a Party from performing this Agreement for an extended period of time, such Party is entitled to terminate the Agreement according to Article 8 of this Agreement.
10. Independent Contractors. The relationship of the parties is that of independent contractors. Neither party is an agent or licensor of the other. Neither party has or shall represent to a third party that the party has power or authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party, for any purpose whatsoever.
11. Entire Agreement. This Agreement (including the Major Terms, the General Terms and Conditions, the Specific Terms, all Insertion Orders, and all Exhibits and schedules hereto, in each case as updated, amended or supplemented from time to time) constitutes the entire agreement between the Parties. This Agreement is the complete and exclusive statement of the terms of the understanding of the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, commitments, proposals, representations, or communications, oral or written.
Article 10 shall be effective on Sep 1 2018
Last updated on November 25, 2021.
Last updated on October 1, 2023.