Article 1 (License)
1. You must complete Create a Channel
in order to use the Platform. Any information provided to LINE will be accurate and up to date.
2. Subject to the terms of this Agreement and LINE Developers Agreement, LINE grants you a worldwide, revocable, non-assignable, non-sublicenseable, non-transferrable, and non-exclusive license to use the Platform solely to apply, develop, release, make available, and operate Your App on the Platform.
3. In addition to the license granted herein, LINE grants you a limited, worldwide, revocable, non-assignable, non-sublicenseable, non-transferrable, limited, and non-exclusive license to use trade names, trademarks, service marks, logos, domain names, or other distinctive brand features (“Mark”) of LINE for the sole purpose of marketing Your App in connection with the license set forth in Article 1.2 provided you (i) comply with LINE APP ICON GUIDELINE as amended, available on https://line.me/en/logo and (ii) you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the LINE’s Mark.
4. You may not use the Platform for any purpose not expressly permitted by this Agreement. Except to the extent required by applicable third party licenses, you may not: (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Platform or any part thereof; or (b) load any part of the Platform onto a mobile handset or any other hardware device except a personal computer, combine any part of the Platform with other software, or distribute any software or device incorporating a part of the Platform.
5.During the term of this Agreement, you grant to LINE, including its affiliates, a limited, nonexclusive, worldwide, sublicenseable, royalty-free license to your Mark for the sole purpose of displaying your Mark within the Platform and/or to otherwise fulfill LINE’s obligations under this Agreement.
Article 2 (Ownership of Intellectual Property Rights)
1.You agree that LINE or applicable third party own all legal right, title and interest in and to the Platform, including any Intellectual Property Rights (defined below) that subsist in the Platform and LINE’s Mark. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. LINE reserves all rights not expressly granted to you under this Agreement.
2.LINE agrees that you or applicable third party own all legal right, title and interest in and to Your App including any Intellectual Property Rights therein and your Mark. You reserve all rights not expressly granted to LINE under this Agreement.
Article 3 (Roles)
1. You shall perform the work set out in each of the following items (“Work”):
(1) development of the Your App to be applied, developed, released, made available, and operated on the Platform;
(2) adjust, maintain, operate, manage, fix, Your App on the Platform;
(3) grant LINE to engage in marketing and advertising activities to promote Your App on the Platform, LINE’s website and in other media prescribed by LINE;
(4) grant LINE and users of Your App (the “Users”) any and all necessary rights (including, without limitation, license granted in Article 1) to use Your App on the Platform;
(5) you will be solely responsible for Your App and you agree to supply and maintain valid and accurate contact information provided within Your App and made available to the Users for customer support and legal purposes; and
(6) if any issue or default concerning Your App shall be directed to you by LINE, and any inquiry concerning Your App shall be promptly addressed; and
(7) other work agreed between LINE and You upon separate consultation.
2. You shall perform Work at your own cost, burden and responsibility, and shall not request LINE to pay expenses unless otherwise agreed in writing.
Article 4 (Use of Materials)
If you are requested by LINE to provide materials, equipment, data of software (collectively, “Materials”) which are necessary in order to provide you with the Platform, you shall provide such Materials, free of charge, to a reasonable extent.
Article 5 (Subcontracting and Schedule of your Work)
1. You may subcontract the Work to a third Party.
2. Upon subcontracting the Work to a third Party, you shall impose on such third Party the same level of obligations as those borne by you under this Agreement, and shall be entirely liable for the actions taken by such third Party.
3. With regard to the schedule of your Work, you shall create its own schedule, and finalize the schedule upon separately consulting with LINE. You shall promptly notify LINE if discovered that your Work is delayed in light of the schedule."
Article 6 (Handling of Used Data)
1. Information related to the Your App that LINE can acquire from the Platform shall belong to LINE.
2. Any and all information obtained from Users through the use of Your App (including, without limitation, Users’ names, LINE IDs, images for icons, status messages and images; collectively, “User Information”) shall belong to the LINE; provided, however, that the same shall not apply to any User’s information directly obtained and collected by you from Users through use of Your App.
3. You may only collect and use User Information within the scope necessary for the administration of Your App, and you shall not, without prior written permission (including permission granted via email) from LINE, disclose, provide or leak the same to any third parties, and shall not reuse the same for purposes other than the purpose of administering Your App.
4. In the case where this Agreement has been canceled or terminated, or the provision of Platform has been terminated, you shall immediately dispose of all User Information.
Article 7 (Suspension of provision)
1. You shall perform your Work under your own responsibility while acknowledging the possibility of the Platform becoming unavailable due to a decision made by a platformer such as Apple Inc. or Google LLC.
2. If the Platform or Your App encounters any of the following events, LINE may request you to terminate or review the subject matter of this Agreement, and, upon receiving the foregoing request, you shall not refuse such request without due cause:
(1) provision of the Platform becomes difficult or impossible due to a decision made by a platformer such as Apple Inc. or Google LLC;
(2) occurrence of a technical problem that was not anticipated at the time that this Agreement was executed; or
(3) change in the market environment that was not anticipated at the time that this Agreement was executed and such change cause either Party unable to perform this Agreement.
3. Even if an event of the preceding two paragraphs occurs and LINE or you consequently suffers damage, the Party that suffered such damage shall not seek damages against the other Party.
Article 8 (Dispute with Third Parties)
1. If any dispute arises with a third Party in relation to the provision of the Platform, irrespective of the name thereof such as an objection, formal claim or legal action, LINE shall resolve such dispute at its own cost and responsibility.
2. If any dispute arises with a third Party in relation to the provision of the Your App, (including but not limited to a violation of Article 12 of this Agreement), irrespective of the name thereof such as an objection, formal claim or legal action, you shall resolve such dispute at its own cost and responsibility.
Article 9 (Disclaimer)
1. TO THE FULLEST EXTENT OF ALL APPLICABLE LAWS, THE PLATFORM IS PROVIDED BY LINE ON AN “AS IS” OR “AS AVAILABLE” BASIS EXCEPT AS EXPRESSLY SET FORTH HEREIN.
2. LINE SHALL PROVIDE NO WARRANTY, EITHER EXPRESSLY OR IMPLIEDLY, WITH RESPECT TO THE SERVICES (INCLUDING THE SUBJECT CONTENTS), THAT THERE ARE NO DEFECTS (INCLUDING, WITHOUT LIMITATION, FAULTS WITH RESPECT TO SECURITY, ETC., ERRORS OR BUGS, OR VIOLATIONS OF RIGHTS) OR AS TO THE SAFETY, RELIABILITY, ACCURACY, COMPLETENESS, EFFECTIVENESS AND FITNESS FOR A PARTICULAR PURPOSE. LINE WILL IN NO WAY BE RESPONSIBLE FOR PROVIDING YOU WITH THE SERVICES AFTER DELETING SUCH DEFECTS.
3. LINE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, LINE GIVE THROUGH THE PLATFORMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED HEREIN.
Article 10 (Take Down of Your App)
1. LINE has no obligation to monitor your Mark and Your App including any content therein.
2. If LINE, (i) at its sole discretion, determines that any of the following items is applicable or (ii) receives any request or claim from government authorities or third parties related to Your App, LINE may immediately (without any prior notice) take down or remove Your App or any content therein when deemed necessary by LINE without incurring any liability therefor.
(1) Your App and/or your Mark including any portion thereof violates any applicable law
(2) Your App and/or your Mark including any portion thereof violates this Agreement or LINE Developers Agreement, as may be updated by LINE from time to time
(3) Your App and/or your Mark including any portion thereof infringe on rights of LINE and/or others
(4) Your App and/or your Mark including any portion thereof creates adverse impact on LINE
(5) Your App and/or your Mark including any portion thereof violate any policy, terms and conditions, and similar document provided by other platformer such as Apple Inc. or Google LLC
3. You may remove or takedown Your App at any time from the Platform provided you comply with any and all terms and conditions set forth under this Agreement (including, without limitation, LINE Developers Agreement)
Article 11 (Termination)
1. If you want to terminate this Agreement, you may do so by ceasing to use the Platform and deregistering Your App from the Platform.
2. If any of the following circumstances occurs to the other Party, LINE or you may immediately terminate all or a part of this Agreement without making any kind of formal claim against the other Party:
(1) the other Party breaches a provision of this Agreement, abuses the Platform, or the “Platform Guidelines” separately prescribed by LINE, and fails to cure such breach even when formally required to do so within a reasonable period;
(2) the other Party falls into a state of suspension of payment or insolvency, or dishonors a bill or a check;
(3) a petition is filed against the other Party for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation or any other similar insolvency proceedings;
(4) an important property of the other Party is subject to provisional attachment, provisional disposition, attachment or any other compulsory execution or the other Party receives a disposition for failure to pay taxes and public dues;
(5) the other Party suspends or abolishes its business, or transfers its core business; or
(6) the other Party’s financial condition aggravates significantly or there is due cause to acknowledge the possibility thereof.
3. LINE reserves its right to terminate this Agreement along with your access to the Platform and LINE’s Mark without any cause.
4. The provisions of the preceding three paragraphs do not preclude the Party that terminated this Agreement pursuant to the preceding three paragraphs from seeking damages against the other Party.
Article 12 (Representation and Warranties)
You hereby represent and warrant the following to the LINE:
(1) it holds all applicable licenses, authorizations or approvals, including, not limited to, any licenses with third party clearance, required to enter into this Agreement, perform its obligations hereunder and provide Your App to the Users;
(2) Your Work, any Materials provided by you, and contents in Your App do not and will not infringe in any manner whatsoever upon the rights or interests of any third party;
(3) Your Work, any Materials provided by you, and contents in Your App do not contain contents that are in any aspect illegal, defamatory, unlawful, obscene, against social norms or otherwise infringing rights of a third party.
(4) all elements within contents in Your App are either original with you, or you have the right to grant the rights set forth in this Agreement in connection with such elements.
Article 13 (Compensation for Damage)
1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT LINE SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY ORDINARY, ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT LINE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING; PROVIDED HOWEVER THAT THIS SHALL NOT APPLY TO ANY LOSS OR DAMAGE RELATED TO OR ARISING FROM LINE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
2. WHERE YOU INCUR DAMAGES DUE TO LINE’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE WITH RESPECT TO THE PROVISIONS OF THIS AGREEMENT, LINE WILL COMPENSATE SUCH DAMAGES TO THE EXTENT THAT SUCH DAMAGES ARE ORDINARY, ACTUAL AND DIRECT. IN SUCH CASE, THE AMOUNT OF COMPENSATION TO BE PAID BY LINE SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU IN THE MONTH PRECEDING THE MONTH WHEN THE DAMAGES HAVE BEEN INCURRED.
3. YOU ARE SOLELY RESPONSIBLE FOR ANY MISCONDUCT WHETHER INTENTIONAL OR NOT, COMMITTED ON THE PLATFORM (INCLUDING ANY LOSS OR DAMEGE LINE MAY SUFFER).
Article 14 (Indemnification)
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless LINE, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from the following matters:
(1) your use of the Platform;
(2) any Application you develop on the Platform that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; and
(3) any non-compliance by you with this Agreement.
Article 15 (Confidentiality)
1. The term “confidential information” used in this Article refers to the subject matter of this Agreement and the process up to the execution thereof, as well as any and all information related to LINE’s customers, products, services, business operations, technologies, know-how, ideas and concepts which became known during the effective term hereof; provided, however, that information corresponding to any of the following items shall not be included in the confidential information:
(1) information which had been publicly announced and was publicly available at the time that such information was learned;
(2) information which was publicly announced and became publicly available after such information was learned due to reasons that are not attributable to the receiving Party;
(3) information which was independently developed irrespective of the disclosed information; and
(4) information which was duly acquired from a third Party that is authorized to legitimately disclose such information.
2. You shall maintain the confidentiality of the confidential information according to each of the following items:
(1) You must manage the confidential information with the due care of a faithful manager;
(2) You must not disclose or divulge the confidential information to any third Party without obtaining the prior written approval of LINE; and
(3) You must not use the confidential information for any purpose other than performing this Agreement.
3. Notwithstanding the provisions of Item (2) of the preceding paragraph, if the disclosure of confidential information is required under laws or the regulations of a financial instruments exchange or any other equivalent rules (collectively, “Laws, etc.”), You may, upon providing a prior notice to LINE to such effect (provided, however, that if it is not possible to provide a prior notice due to restrictions under Laws, etc. or other inevitable reasons such as time constraints, ex-post notice shall be sufficient), disclose the confidential information to the minimum extent required for complying with such requirement.
4. The effect of this article shall continue to remain in force for a period of three (3) years after the end of this Agreement (including cases where this Agreement is terminated).
Article 16 (Handling of your personal Information)
3. You may request LINE to disclose, revise, add and/or delete any personal information collected by LINE from you; provided, however, that such disclosure, revision, addition and/or deletion shall be subject to procedures separately regulated by LINE, and separate charges may be required. Please contact LINE here (https://contact-cc.line.me/detailId/10078) for inquiries related to such disclosure, revision, addition and/or deletion, or for any complaints.
Article 17 (Anti- corruption Provision)
1. You warrant and represent to LINE that you and your parent, subsidiary and affiliated companies, its and their officers, directors, employees, agents and other representatives of you(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. You agree that you will, and will cause your Affiliates, to keep accurate books, accounts, records and invoices and that all payments made to you 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 you or Affiliates have committed an Act of Corruption, you 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. You 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 you with the preceding clauses of this Article, LINE and/or representatives of LINE may audit you and Affiliates, including reasonable questioning of same. You will cooperate with such audits within reasonable limits.
5. If you 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 you 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 you to indemnify LINE for any damages, losses and expenses incurred by LINE; and/or,
(iv)Require you 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 you arising out of or related to such actions.
Article 18 (Exclusion of Antisocial Forces)
1. LINE and you each represent that it or its representative, officer, person substantially holding its management right, employee, agent or intermediary (“Related Party”) does not currently correspond to any of the following, and affirm that it or its Related Party will not correspond to the same in the future:
(1) an organized crime group (referring to the organized crime group prescribed in Article 2, Item (2) of the Act for the Prevention of Wrongful Acts by Members of Organized Crime Groups (Act No. 77 of 1991, as amended; hereinafter referred to as the “Organized Crime Group Act”));
(2) an organized crime group member (referring to the organized crime group member prescribed in Article 2, Item (6) of the Organized Crime Group Act);
(3) an associate member of an organized crime group;
(4) a company related to an organized crime group;
(5) a corporate extortionist, a socially branded racketeering organization, a politically branded racketeering organization or an organized intellectual crime group;
(6) a person or a group that is closely related to any person or group set out in each of the preceding items (including, but not limited to, acts of providing funds or other facilities); or
(7) any other person or group equivalent to each of the preceding items.
2. LINE and you each affirm that it or its Related Party will not conduct, directly or indirectly, any of the following acts:
(1) act of making aggressive claims;
(2) act of making unlawful claims beyond legal responsibility;
(3) act of using threatening language and behavior (including, but not limited to, it or its Related Party conveying that it corresponds a Party set out in the preceding paragraph) or violence in transactions;
(4) act of impairing the credibility of the other Party by spreading false information, using fraudulent means, or using force, or act of interfering with the other Party’s business; or
(5) any other act corresponding to each of the preceding items.
3. If it is discovered that the other Party has breached any of the representations or affirmations set out in the preceding two paragraphs, LINE and you may terminate all or a part of this Agreement without making any kind of formal claim.
4. If LINE or you terminate this Agreement pursuant to the provisions of the preceding paragraph, the terminating Party shall not be liable for compensating any damage, loss or expense suffered or incurred by the other Party due to such termination.
Article 19 (Severability)
If any of the provisions of this Agreement or the LINE Developers Agreement is declared to be invalid or unenforceable by the court or any other competent authorities, the invalidity or unenforceability of such provision shall have no effect on the validity or enforceability of other provisions or related rules. The provision that is declared to be invalid or unenforceable shall be changed to a provision that reflects initial intent of LINE and you in compliance with the laws.
Article 20 (No Transfer)
Without obtaining the prior written approval of LINE, you must not transfer, offer as security or otherwise dispose its rights, obligations or contractual status under this Agreement.
Article 21 (Modification)
LINE may modify these Terms by providing you with an announcement or notification to such effect, as needed. If you continue to use the Platform following such modification, you shall be deemed to have consented to such modification of these Terms.
Article 22 (Prevail Clause)
If there are any conflicts between these Terms and LINE Developer Agreement, these Terms shall prevail.
Article 23 (Governing Law and Jurisdiction)
This Agreement shall be governed by the laws of Japan. Any dispute arising from or in connection with this Agreement shall be exclusively submitted to the Tokyo District Court as the competent court of agreed jurisdiction for the first instance.
June 8th, 2020