Exhibit C. SPECIFIC TERMS AND CONDITIONS OF LINE SERVICES FOR BUSINESS PARTNERS - BUSINESS CONNECT SERVICE

 

API License Terms


1. DEFINITIONS  

Capitalized terms defined in the General Terms and Conditions shall, unless otherwise defined herein, have the same meanings when used in these Specific Terms, and in addition:

1.1. “API” shall mean application programing interface provided by LINE pursuant to these Specific Terms for Partner to develop the Partner Service.

1.2. “Contents” shall mean any and all data, content, and information made available to Partner through API in connection with the Partner Service. 

1.3. “ID” shall mean such identification assigned to Partner for the use of API pursuant to these Specific Terms. LINE may assign one or more ID at its sole discretion to Partner for implementation of the API in connection with the Partner Service.

1.4. “Licensed Material” shall mean API, ID, API documentation or specification provided by LINE at its sole discretion for the purpose of implementation of API pursuant to these Specific Terms and the Contents.7

1.5. “Partner Service” shall mean the tailored service developed by Partner using and/or implementing API with direct interconnection with its Official Account. 

 

2. LICENSE GRANT, OWNERSHIP AND RELATED RIGHTS 

2.1 License Grant

Subject to these Specific Terms, LINE grants Partner a limited, non-exclusive, non-assignable and terminable license to use the Licensed Material solely for the purposes of the following:

(1) creating custom interfaces to the LINE General Service with respect to the Partner Service;

(2) accessing the Official Account in order to retrieve the Contents;

(3) accessing and retrieving User information; and

(4) creating the Partner Service. 

2.2 Limitations on Use

Partner shall not do the following:

(1) modify, translate, reverse engineer, decompile or disassemble the Licensed Materials;

(2) sublicense for use by a third party or use the Licensed Materials to replicate, frame or mirror the LINE General Service or any other services provided by LINE or its affiliates or to create the Partner Service that adversely affects the functionality or performance of the LINE General Service or services provided by LINE;

(3) interfere with or disrupt the API or attempt to gain access to any systems or networks that connect thereto;

(4) interfere, disrupt or disable any features or functionality that is embedded or included with the API. 

(5) promote sexually explicit, lewd and/or pornographic materials, or depictions of violent or sexual acts on or through the Partner Service;

(6) promote violence, hate, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age on or through the Partner Service;

(7) make libelous or defamatory statements or knowingly false or misrepresent another person on or through the Partner Service;

(8) violate the privacy, publicity, morals or any other right of any third party with respect to operation of the Partner Service; 

(9) harass, threaten, abuse or insult end users or any other person on or through the Partner Service;

(10) facilitate the violation of any applicable law, regulation or governmental policy; or promote illegal activities on or through the Partner Service;

(11) use the Licensed Materials to infringe upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party (“Infringing Act”) or otherwise commit Infringing Act on or through the Partner Service ;

(12) offer or disseminate any fraudulent goods, services, schemes or promotions, including any make- money-fast schemes, chain letters, or pyramid schemes on or through the Partner Service;

(13) transmit unsolicited bulk messages on or through the Partner Service;

(14) damage LINE’s or any User's or other third party's systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information in connection with the Partner Service.

2.3 Ownership

Partner acknowledges that LINE or LINE’s licensors own the Licensed Materials including any and all related copyright, patent, trade secrets, moral rights and other intellectual property rights and that Partner has no right, title, or interest in the Licensed Materials, except for the right to use as permitted by these Specific Terms. 

 

3. IMPLEMENTATION 

3.1 Delivery, Implementation

Within a reasonable period after the Effective Date, LINE will deliver the Licensed Materials to Partner. All Licensed Materials will be sent to Partner’s designated e-mail address. Partner shall be solely responsible for implementation of the Partner Service.

3.2 Support

LINE will provide Partner any support reasonably necessary at its sole determination for implementation of the Partner Service.

3.3 Usage 

LINE may in its sole discretion set a quota of operations on API usage with prior written notice to the Partner, provided that in such case LINE will make commercially reasonable efforts to deliver written notice at least thirty (30) days prior to the effective date. 

3.4 Non-Exclusivity

These Specific Terms are provided on a non-exclusive basis. Partner acknowledges that LINE may be developing and may develop products or services that may compete with this API or the Partner Service.

 

4. DISCLAIMER

The API and other Licensed Materials are provided "AS IS" on an "AS AVAILABLE" basis without warranty or condition of any kind. 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 the Licensed Materials. 


5. WARRANTIES AND INDEMNIFICATION

5.1 Partner represents, warrants and covenants that: (a) it is a corporation duly organized and existing under the laws of its jurisdiction of incorporation; (b) it has the right, power and authority to enter into the Agreement; (c) the entry into of this Agreement by it does not violate any agreement or obligation existing between it and any other person or entity, and throughout the Contract Period hereof, it will not enter into any agreement or obligation with any person or entity that is inconsistent with any of the provisions of this Agreement; (d) it shall comply with all applicable laws, rules and regulations, all third party rights and all LINE policies while performing this Agreement or in connection with the Partner Service. 

5.2 Partner will indemnify, defend (or settle) and hold LINE harmless from and against any and all claims, damages, liabilities, actions, judgments, costs and expenses (including reasonable attorneys' entitled to recover its reasonable fees) brought by a third party arising out of or in connection with (i) Partner’s unauthorized use of the Licensed Material; or (ii) Partner’s breach or alleged breach of any of the obligations or representations under this Agreement. 


6. ACKNOWLEDGEMENT OF PARTNER

 

This clause 6 is only applicable to Partner who engages or intends to engage a third party IT service provider ("BC Partner") to develop and implement certain tailored IT-related products and/or services for Partner which enable Partner to use and implement LINE API with direct interconnection with Partner's Official Account as well as system or platform ("Requested Deliverables") as agreed between Partner and BC Partner.

 

Partner hereby acknowledges and agrees that LINE will solely provide Business Connect Service to Partner by way of offering automatic connection with LINE's API so as to allow automatic responses to be sent to LINE users through the channels available for LINE General Service and granting to Partner a license to use the Licensed Materials as set out in clause 2.1. 

 

Partner understands and agrees that the Requested Deliverables are provided by BC Partner, and not by LINE. Partner agrees to directly enforce all such remedies that it may have in relation to the Requested Deliverables against BC Partner and agrees not to seek to enforce any such remedies against LINE, LINE's Affiliates, their shareholders and/or their directors. Partner covenants and agrees that LINE shall not be responsible for any loss or damage incurred to Partner in connection with all losses, indemnities, expenses, penalties, or interest that BC Partner shall be liable for to Partner as a result of or in connection with its IT-related products and/or services, the Requested Deliverables, its servers, systems, and the performance of its duties and obligations on its part. 

 

Partner further states and certifies that it has carefully read this acknowledgement, know the contents thereof and sign this Agreement as a free and voluntary act and is not relying on any statements or representations of any other person. 

 

LINE User Data Policy 

 

 Last updated on June 13,2017