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. "Advertiser" means the Partner that has subscribed for and uses the Advertising Services, and where applicable, the advertising agency or Agent appointed to act on behalf of such Partner in connection with the Advertising Services.
1.2. “Advertising Content” means the advertisements and other content (as specified in the attached Insertion Order (s)) submitted by the Advertiser to LINE for publication on the LINE TV Service.
1.3. “Advertising Services” means the advertising services specified in Article 2 and throughout the attached Insertion Order (s).
1.4. “Ads Titles” means the audio-visual content specified in the attached Insertion Order
1.5. “Agent” means a party who introduces LINE to the Advertiser.
1.6. “Approved Users” means any Users of the LINE TV Service.
1.7. "Guidelines" means the Advertisement Guidelines attached to the Agreement at Exhibit G.
1.8. "LINE TV Advertisement" means the advertising space provided by LINE for the publication of the Advertiser's Advertising Content in accordance with these Specific Terms.
1.9. “LINE TV Content” means any titles and related metadata and materials, including, but not limited to, title’s trailers, clips, artwork, extracts, synopses, photographs, actors' photographs, actors' information, caption files, subtitle files, ratings, music video thumbnails, and metadata, made available for the provision of the LINE TV Service.
1.10. “LINE TV Service” means an online video-on-demand Streaming service provided by LINE.
1.11. “Prohibited Content” means any content that:
(1) is harmful, violent, offensive, abusive, harassing, defamatory, vulgar, pornographic, threatening, obscene, or libelous;
(2) is illegal, or intended to promote or commit an illegal act of any kind, including, but not limited to, violations of intellectual property rights, privacy rights, or proprietary rights of LINE or a third party;
(3) includes personal data of third parties, or is intended to solicit such personal data;
(4) includes a computer virus, harmful computer code, file, or program, or malicious content such as malware, Trojan horses, or viruses;
(5) involves commercial or purchase activities that are prohibited or unauthorized, such as contests, sweepstakes, or pyramid schemes; or
(6) violates any applicable laws.
1.12 “Streaming” means the method of delivering content via the Internet to an end user where such content is not stored on the end user’s data storage device or, if it is stored, is done so on a temporary basis. A single instance of such content delivery is a “Stream.” If the end user wishes to view such content at a subsequent time, the content will need to be delivered via the Internet to the end user once again.
1.13 “CP Manual” means a manual distributed by LINE which specifies delivery process, format, and any other instructions for Advertising Content.
2. Advertising Services
2.1 During the Contract Period, Provider will provide (or procure LINE to provide) the Advertising Services to the Advertiser in order to display the Advertising Content on the LINE TV Service to the Approved Users, and permit the tracking of clicks, impressions, advertisement views and page views.
2.2 The Advertiser grants to LINE and its Affiliates a non-exclusive, worldwide, and royalty-free right and license to host, cache, communicate, route, transmit, store, reproduce, copy, distribute, perform, display, reformat, excerpt, analyze, and otherwise use Advertising Content to: (a) host the Advertising Content on servers owned or controlled by LINE; (b) index Advertising Content; and (c) display, perform, and distribute Advertising Content via Streaming on the LINE TV Service to Approved Users in the Territory during the Contract Period; and (d) make improvements to the LINE TV Service. The foregoing includes all necessary: (a) licenses to use the compositions and sound recordings of any music included in the Advertising Content in order to host, index, display, communicate, perform, synchronize, and distribute the Advertising Content; (b) the right to modify the Advertising Content not only to the extent technically necessary to index and display Advertising Content, but also to translate Advertising Content or make a dubbed version of Ads Titles; (c) licenses to host, index, display, communicate, perform, and distribute the actors' photographs and information who appear on the Ads Titles; and (d) the right to distribute, share or otherwise render further publication, including adding any supporting function thereto, of Advertising Content on other platforms via any means. The Advertiser grants LINE the right to sublicense the licenses granted in this Article 2.2 to third parties for the purpose of ingesting, digitizing, and/or encoding Advertising Content, and making Advertising Content available on LINE TV Service for Approved Users. For the avoidance of doubt, the Advertiser shall obtain and pay to the right holder(s) for any rights, consents, or royalties payable in connection with any use of the Advertising Content by LINE under this Agreement, including, but not limited to, the music copyright contained in each Ads Title. The Advertiser covenants not to exercise any moral rights the Advertiser might have in the Advertising Content. The Advertiser shall make available caption and subtitle files for all Ads Titles, where available or required by law. In the event that the Advertiser does not make available caption files for Ads Titles, LINE or a LINE-authorized third party may create caption files for each of such Ads Title and display such captions in connection with each Ads Title. LINE shall not be liable for the inaccuracy or inappropriateness of such captions and the Advertiser may not claim any inaccuracy or inappropriateness regarding such captions against LINE or a LINE-authorized third party.
2.3 The Advertiser grants to LINE and its Affiliates a non-exclusive, limited, royalty-free license to use all rights, including, but not limited to, any trademarks, trade names, domain names, designs, and logos (“Brand Features”) provided by the Advertiser in connection with Advertising Content in the Territory during the Contract Period, to fulfill LINE’s obligations under this Agreement.
3. Roles of each Party
3.1 The Advertiser will make available each Ads Title (with associated materials and data regarding each Ads Title specified in the attached Insertion Order and requested by LINE from time to time) by a LINE-approved delivery process where each delivered item is in a LINE-approved format. The Advertiser shall comply with the CP Manual.
3.2 The Parties shall discuss and determine the details and schedule for the delivery of the Advertising Content upon a request by Provider.
3.3 LINE may remove, delete, edit, or modify Advertising Content uploaded on the LINE TV Service without notice to the Advertiser in the event that LINE determines such Advertising Content contains any Prohibited Content and/or violates any instructions that were previously given, provisions of this Agreement, or representations and warranties hereunder. The Advertiser shall immediately notify Provider when the Advertiser becomes aware that Advertising Content may contain any Prohibited Content and/or violates any previously given instruction, provisions of this Agreement, or representations and warranties hereunder.
3.4 Notwithstanding any policy that is provided by LINE, LINE shall have sole discretion as to how the Advertising Content will be displayed to the Approved Users, including, but not limited to, the order of display and the display schedule, and LINE may post the Advertising Content on any LINE TV Content through the LINE TV Service.
3.6 Advertiser shall be responsible for all content regarding any Advertising Content. LINE does not have any obligation to monitor any Advertising Content in advance. The Advertiser acknowledges that the upload by LINE of Advertising Content on behalf of the Advertiser shall not be interpreted as though LINE approves or authorizes Advertising Content.
3.7 Each Party will provide ongoing assistance to the other Party on technical, administrative, service-oriented, and business-oriented issues relating to the utilization, encoding, transmission, and maintenance of the Advertising Content as such party may reasonably request.
4. Intellectual Property Rights
4.1 In this Article, “Intellectual Property Rights” shall mean all patents, designs, utility models, copyrights, know-how, trade secrets, trademarks, service marks, trade dress, and any other intellectual property rights regardless of whether such rights have been registered in any jurisdiction.
4.2 LINE shall own any and all Intellectual Property Rights with respect to any idea, design, image, and/or any other work product to the extent that LINE modifies, translates, or adapts the Advertising Content, provided that the underlying copyright to any Advertising Content will remain with the Advertiser or other right owner.
4.3 Each Party agrees to promptly notify the other Party if such Party becomes aware of any activities or threatened activities of any person that may constitute an infringement, illegal use, or misuse of the Intellectual Property Rights of the other Party, and which may have an adverse effect upon the other Party.
5. Representations, Warranties and Limitation of Liabilities
5.1 Advertiser agrees and warrants that for all Advertising Content published on the LINE TV Advertisement at any time: (a) the Advertising Content (including the Ads Titles) and the use of the LINE TV Advertisement to publish the same are in compliance with all relevant laws and regulations in Thailand and any other applicable jurisdictions as well as the Guidelines; (b) the Advertising Content (including the Ads Titles) contain statements or expressions which (i) are truthful without any fraudulent, false, misleading, or exaggerating information, (ii) are not tortious, (iii) are not considered vicious competition affecting others' fair operation, (iv) are not contrary to public order or good morals, or (v) are otherwise not deemed inappropriate by Provider or LINE; (c) where an approval, permit, license or registration is required in relation to the publication of the Advertising Content, the Advertiser agrees and warrants that it has obtained and will maintain all relevant approvals, permits, licenses or registrations or, if Provider or LINE will be required to obtain any approval, permit, license or registration for it to publish any Advertising Content on the LINE TV Advertisement, the Advertiser will inform Provider prior to the agreement to use the LINE TV Advertisement for such Advertising Content.
5.2 Advertiser agrees that if Advertiser breaches the aforementioned warranty in Article 5.1, LINE may immediately cease to provide or make available to Advertiser the LINE TV Advertisement or delete the Advertising Content as provided by the Advertiser, and the Advertiser has no further rights to demur. If the breach of the aforementioned Article 5.1 by the Advertiser results in detriment or damage to a third party, the Advertiser shall be liable for any liability incurred thereby without any liability attributable to Provider or LINE. If Provider or LINE has incurred any loss, detriment or damage from the breach of the aforementioned agreements (including but not limited to damage to business reputation, relevant costs incurred for handling the breach, damages or reimbursements paid to any third party, penalties or fines paid to any regulators, counsel fees, arbitration and litigation costs, and so on), the Advertiser shall be accountable and responsible and shall fully indemnify Provider or LINE against all such losses, detriment or damage. The criteria for advertising the merchandise and services that are prohibited or restricted for LINE TV Advertisement, as well as the prohibited/restricted manner of advertising on LINE TV Advertisement, include but are not limited to the Prohibited Content and the criteria set forth in the Advertisement Services Guidelines.
5.3 Each of LINE and Provider represents and warrants to the Advertiser as follows:
(i) Provider has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement;
(ii) If Provider and/or LINE was introduced to the Advertiser by an Agent, Provider will pay the appropriate Agent, who introduced Provider to the Advertiser for executing this Agreement; and
(iii) neither Provider nor LINE will enter into any agreement with any other person or entity that is inconsistent with any of the provisions of this Agreement.
5.4 Advertiser represents and warrants to each of Provider and LINE all of the following:
(i) Advertiser has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement;
(ii) Advertiser has and will maintain throughout the Contract Period all necessary rights in order for (i) it to fully perform its obligations under this Agreement; (ii) it to grant the licenses set forth in Article 2, and (iii) LINE to use the Advertising Content, Brand Features, and any other materials provided to LINE by Advertiser;
(iii) the Advertising Content, the Brand Features, any other materials provided to LINE by Advertiser and/or LINE’s authorized use thereof, do not infringe any third party’s Intellectual Property Rights;
(iv) the Advertising Content or any other materials provided to Provider and LINE by Advertiser is accurate and fair;
(v) the Advertising Content or any other materials provided to Provider and LINE by Advertiser, and/or LINE’s authorized use thereof, do not violate any laws and regulations;
(vi) the Advertising Content or any other materials provided to Provider and LINE by Advertiser is not Prohibited Content and/or does not consist of, contain, or link to any Prohibited Content; and
(vii) Advertiser shall not be in any agreement or make any agreement with any other person that is inconsistent with any of the provisions of this Agreement.
5.5 Advertiser shall, at its own expense, hold each of the Provider and LINE (and its Affiliates, stockholders, officers, directors, employees, and agents) harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to claims, suits, actions, or proceedings brought by third parties (including any Approved User or sub-distributor) or any authority in respect of:
(i) any breach of representation, warranty, covenant, or other obligation expressly set forth in this Agreement by Partner; or
(ii) any claim or allegation of infringement or misappropriation of Intellectual Property Rights and other rights of any third party regarding Advertising Content or Brand Features, or arising from the Advertiser’s performance of its obligations under this Agreement; or
5.6 If any claim is asserted by a third party, Provider will promptly notify Advertiser. Advertiser shall have sole control over the defense, provided, however, that the Advertiser shall not enter into any settlement without the consent of LINE or the Provider. If Advertiser fails to promptly assume the defense of the matter, Provider is entitled to assume the defense at Advertiser’s expense. Unless otherwise provided herein, Advertiser shall pay all costs and expenses, including reasonable attorneys’ fees, arising out of or related to the defense of the claim.
5.7 EXCEPT FOR A BREACH OF THE TERMS PROVIDED IN ARTICLES 5.4 (II), (III), (IV), (V), AND (VI), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, OR LOST GOODWILL ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE), OR OTHERWISE. LINE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT (OTHER THAN FOR ANY AMOUNTS OWED UNDER THIS AGREEMENT), WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID BY THE ADVERTISER TO LINE UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL NOT APPLY TO OBLIGATIONS UNDER ARTICLE 5.5.
6. Term and Termination
6.1 In addition to the General Terms and Conditions, Provider may terminate this Agreement by written notice to the Advertiser:
(i) at its sole discretion, if Provider notifies the Advertiser of such intention at least one (1) month prior to the termination;
(ii) any of the Advertising Content contains Prohibited Content and/or violates the Guidelines or provisions of this Agreement.
(iii) when Provider or LINE reasonably judges that the Advertiser’s performance under this Agreement does not meet the requirements set forth in this Agreement.
6.2 Upon the expiration or termination of this Agreement:
(i) each Party shall return to the other all copies of applications and programs, and any other materials transmitted under this Agreement; and
(ii) each Party shall destroy, delete, or return to the other all Confidential Information disclosed by the other party in accordance with the instructions by the other Party.
6.3 The provisions of Articles 6, 7 and 8 of these Specific Terms shall survive the expiration or termination of this Agreement for any reason.
7. Competition
The Advertiser is aware that LINE will be displaying advertising materials for other advertisers. It is possible or likely that these materials may advertise products or businesses in competition with the Advertiser. The Advertiser agrees and consents to such competing advertising.
8. No Warranty
Each of the Provider and LINE makes no warranty as to the number of viewers in any audience to which the Advertising Content will be displayed.
9. Technical Maintenance
Subject to scheduled maintenance, express restriction on the Advertising Services, and any Force Majeure events affecting Provider, LINE or LINE's hosting services providers, Provider will ensure that LINE will use reasonable endeavors to maintain the LINE TV Service and the Advertising Content during the relevant period, but Provider does not guarantee 24/7 services.
Last updated on June 13,2017