LINE

1.1 The sets forth the Terms and Conditions and provides the Service to its business partner who has executed the Terms and Conditions.

1.2 The Company may, at its own discretion, modify the Terms and Conditions, or contents of the Services by posting on the Company’s website or otherwise, as it deems appropriate, without prior notice to the Partner. In such case, the Services shall be governed by the Terms and Conditions or the provisions of the Services, as modified.

Terms used in the Terms and Conditions shall be used with the meanings in each of the following.

2.1 “Account Information” means the information necessary for use of the Service, including but not limited to ID and password.

2.2 “Applicant” means a party who desires to use the Service.

2.3 “Application Form” means an application form separately prescribed by the Company to use the Service.

2.4 “BusinessConnect Server” means programs and systems required for the use of the Service.

2.5 “Claims” means any claim, allegation, demand, request or motion due to the Partner’s infringement on a right of a third party, including the Users, in relation to the Services

2.6 “Company” means LINE Corporation.

2.7 “Confidential Information”　means information that the Company disclose to the Partner under the Service Agreement and that the Partner disclose to the Company with notice that the information has the confidential nature.

2.8 “Invention” means any invention, device, or creation in connection with the development or operation of the BusinessConnect Server

2.9 “LINE” means an app named “LINE”, provided by the Company.

2.10 “Manager” means an individual to manage the development and operation of the Service.

2.11 “Partner” means a business entity or individual who desires to use the Service.

2.12 “Service” means BOT API Trial Account service. 

2.13 “Service Agreement” means an agreement made into by the Company and the Partner for the use of the Service.

2.14 “Terms and Conditions” means Terms and Conditions of LINE Services for BOT API Trial Account.

2.15 “User(s)” means end user(s) of the Service.

2.16 “Users Information” means information of Users that the Partner obtains from its use of the Service, including but not limited to names , IDs, icon images, status messages and contents.

3.1 The Applicant shall agree to the Terms and Conditions, and fill Application Form with required information and send the Application Form to the Company. Upon the Company’s acceptance of the Application Form, the Service Agreement in relation to the Service shall be deemed to be executed between the Company and the Applicant who becomes the Partner.

3.2 If any of the following applies, the Company may suspend the use of Service by the Partner or terminate the Service Agreement with the Partner without any notice or warning to such Partner: 

3.2.1 The Applicant may, as determined by the Company, harm the reputation of the Service; 

3.2.2 The Application Form contains any false information or misrepresentation; or

3.2.3 The Company deems that it is inappropriate to allow the Partner to use the Service Agreement. 

The Partner may use the Service without compensation. 

5.1 The Partner will use the Service and manage the Account Information at its own responsibility and expense. 

5.2 The Partner may designate a Manager by entering specified matters in the administrative website. In such case, the Partner will bear all responsibility for the use of the Service by the Manager. The Company will deem the acts of the Manager as those of the Partner and hold the Partner responsible under the Terms and Conditions for all acts of the Manager. 

5.3 Without prior written approval (including e-mail) of the Company, the Partner shall not allow third parties outside of the Partner to use (access, send information from, or otherwise operate in any way) the BOT API Trial Account.

6.1 The Partner will download and refer to the technical specifications and documents necessary for developing the BusinessConnect Server from LINE Developers. 

6.2 The Partner will, at its own responsibility and expense, develop the BusinessConnect Server.

6.3 The Partner will develop the BusinessConnect Server so that the actions and operations by the BusinessConnect Server on LINE (not limited to automatically-generated actions and operations but including messages sent directly to Users by the Partner) do not violate the prohibited activities as set forth in LINE Terms and Conditions of Use.

6.4 The Partner will implement functionality to display the following items on a screen in an appropriate manner that Users can recognize and obtain consents from Users where necessary. The Partner itself will comply with the items 6.4.2 to 6.4.4 of this Article 6.4. 

6.4.1 Display the trade name of the Partner as the entity that is providing the BusinessConnect Server. 

6.4.2 Notification that the Partner is the entity that is responsible for handling the messages inputted by the User via the BusinessConnect Server and any User Information, and that the User Information will be used only within the Service. 

6.4.3 In the event that the Partner has Service Agreement for more than one, the Partner will manage the User Information in each Service Agreement separately and will not use User Information obtained through a particular BOT API Trial Account on other BOT API Trial Accounts. 

6.4.4 User Information is handled in accordance with the privacy policy of the Partner and function to enable Users to access the Partner’s privacy policy at any time is implemented. 

6.5 With respect to the development and operations of the BusinessConnect Server, the Partner represents and warrants that: 

6.5.1 The development and operations of the BusinessConnect Server comply with the specifications provided by the Company; 

6.5.2 The development and operations of the BusinessConnect Server do not infringe any  intellectual property rights of any third party (including but not limited to copyright, moral rights, patent rights, trademark rights, design rights, utility model rights, trade secrets, honor rights, portrait rights, privacy rights, and publicity rights); 

6.5.3 None of the contents provided through the BusinessConnect Server harm or could potentially harm the public order or morality (including but not limited to excessively violent expressions, sexually-explicit content, or other anti-social content). None of the contents violates relevant laws or regulations; 

6.5.4 Either system developed, operated, and managed by the Partner satisfies the items in the “System Management Standards” prescribed by the Ministry of Economy, Trade and Industry of Japan or the Partner maintains an equivalent system; 

6.5.5 The information collected by the BusinessConnect Server is restricted to only such information that is deemed by the Company as necessary for the operations of the BusinessConnect Server and the BusinessConnect Server will not collect passwords, PIN numbers, credit card information, other highly-confidential or sensitive information, or information relating to the User’s privacy; 

6.6 In the event that the Partner receives a complaint from a third party as a result of the BusinessConnect Server or the operations thereof or in the event of a security incident, such as the leakage of personal information, the Partner will notify the Company promptly in writing (including e-mail) of the matter. If requested separately by the Company, the Partner will provide reports to the Company setting forth the details of the claim or event. 

6.7 If a dispute caused by or relating to the BusinessConnect Server developed by the Partner arises between the Partner and a third party, including a User, the Partner will resolve the dispute at its own responsibility and expense. The Company will have no involvement in the dispute, including serving as an intermediary to the dispute.

6.8 With respect to the development and operations of the BusinessConnect Server, Partner shall understand and fully comply with LINE User Data Policy.  However, in the event that LINE User Data Policy contradicts the Terms and Conditions, the Terms and Conditions take precedence.

7.1 The Company can use information related to the BOT API Trial Account for the advertisement of the Service.

7.2 In the event that the Partner makes the Invention, the Partner will inform the Company promptly of such Invention in writing. The Parties will confer regarding the ownership of the intellectual property rights to the Invention and mutually decide on the ownership of the intellectual property rights in the Invention, including patent rights, utility model rights, design rights, and copyrights. In the event that a patent application, including foreign patent applications, will be filed for the Invention, the Parties will confer in advance and determine the applicant that will file the patent application.

7.3 In the event that as a result of conference set forth in 7 (2) above, the Partner owns the intellectual property rights in the Invention, the Partner will, upon request by the Company, grant a perpetual license without geographic restriction at no charge to the Company and any third party designated by the Company (the “Licensees”) to exploit or otherwise use the rights to the Invention (including development of software by the Licensees, use of the Licensee-developed software by the Licensees, and the rights to allow third parties to use the Licensee-developed software). The Partner will not exercise the moral rights of an author to the Invention.

In the event of any of the following, the Company may temporarily interrupt all or part of the Services without owning any liability to the Partner:

8.1 Maintenance of systems or equipment used for the Services;

8.2 Failure of systems or equipment used for the Services; or

8.3 Incapability to use telecommunication services due to the services provided by telecommunication companies.

If any of the following applies to the Partner, the Company may terminate the Service Agreement without prior notice:

9.1 The Partner assigns, lends or shares its BOT API Trial Account or administration website for the Services; 

9.2 The Partner infringes upon any third party’s rights, including but not limited to copyright, moral rights, patent rights, trademark rights, design rights, utility model rights, trade secrets, honor rights, portrait rights, privacy rights, and publicity rights; 

9.3 The Partner violates any applicable law or regulation, including international treaties, national laws and regulations, and local ordinances;

9.4 The Partner transmits information containing misrepresentation or fabrication from its BOT API Trial Account; 

9.5 The Partner transmits information that is contrary to the public order and morals;

9.6 The Partner commits an act that is disadvantageous or harmful to the Company or the Company’s customers, including but not limited to acts listed on Article 12 of LINE Terms and Conditions of Use, except for activities that use the Service for sales, marketing, advertisement, soliciting or other commercial purposes for the Partner own self; 

9.7 The Partner commits an act that the Company deems illegitimate or inappropriate;

9.8 The Partner commits an act that is in violation of the Terms and Conditions; 

9.9 The third party who operates and provides the application market for smart phones used by the Company (e.g., Apple inc., Google inc.) requires the Company to suspend providing all or part of the Service;

9.10 The Partner uses the Service as an advertising medium for any third party without prior approval of the Company; or

9.11 The Partner uses the BusinessConnect Server which does not comply with the specifications provided by the Company.

10.1 The Company may change and terminate all or part of the Services as deemed appropriate by the Company. 

10.2 If the Company is to terminate the Service, the Company will give one (1) month’ prior notice to the Partner by posting on the Company’s website or otherwise, as it deems appropriate.

11.1 Intellectual property rights, including copyrights, to information registered, submitted or uploaded for the Services by the Partner shall belong to the Partner; provided, however, that the Company is not obligated to protect the intellectual property rights of the Partner.

11.2 The Partner will grant to the Company the license to use the information registered, submitted or uploaded for the Services by the Partner to the extent necessary for the Services. The Partner shall not enforce its author’s moral rights against the Company.

11.3 Rights to Users Information will belong to the Company; provided, however, that an exception may apply to information of the Users collected by the Partner at websites that are not the websites for the Service but accessed through the use of the Service by means, such as links, designated by the Partner.

11.4 The Partner shall not collect or reuse the Users Information for any purpose other than to use the Service. 

11.5 The Partner shall not disclose, offer or leak all of the information obtained from users through the use of the BOT API Trial Account to third parties without prior written approval, including email, from the Company. 

11.6 The Partner agrees that information transmitted to the Users through the use of the Service will remain in the Users’ devices even after the termination of the Service Agreement and that the Users may continue to use such information. 

11.7 The Partner shall ensure that the Partner’s processing (including but not limited to collection, usage, transfer, storage, and deletion) of Users Information is in accordance with LINE User Data Policy

12.1 The Partner will make provisions to implement the precautions described below for the proper management of the Account Information and Confidential Information:

12.1.1 Designate a supervisor responsible for overseeing the handling of the Account Information and Confidential Information;

12.1.2 Limit the terminal devices that are permitted to access the Service and maintain strict controls over the terminal devices;

12.1.3 Where the Account Information or Confidential Information is recorded to any physical media, limit the access to such media and restrict the physical locations where the media is maintained.  Manage the locations where the media is maintained strictly, including by use of locked cabinets and other lockers;

12.1.4 In addition to the precautions set forth in Article 12.1.1 to Article 12.1.3, implement and maintain appropriate security measures and management systems for the proper management of the Account Information and Confidential Information, such as security education, audit, and unauthorized access detection; and

12.1.5  Upon request by the Company, provide a report in writing (including e-mail) to the Company describing the structures implemented by the Partner for the management of the Account Information and the Confidential Information. 

12.2 Neither the Company nor the Partner may disclose the Confidential Information to any third party without prior written approval of the other party; provided, however, that the following information is not considered as the Confidential Information: 

12.2.1 Information that was already known to a receiving party prior to the disclosure;

12.2.2 Information that is publicly known or generally available to the public; 

12.2.3 Information that a receiving party has legitimately obtained from a third party without bearing any confidentiality obligation; 

12.2.4 Information that a disclosing party has agreed in writing to be excluded from the Confidential Information; or

12.2.5 Information that is required to be disclosed by the court, police forces or otherwise by provisions of laws or regulations.

12.3 In the event that a receiving party is required by any applicable laws, ordinance, rules, or regulations (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, and including, but not limited to, timely disclosure under the rules of Financial Instruments Exchange or any other regulations equivalent to such rules) to disclose any of the Confidential Information, a receiving party shall provide a disclosing party with prompt written notice of such requirement so that a disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the Terms and Conditions. In the event that such protective order or other remedy is not obtained, or that a disclosing party waives compliance with the provisions hereof, a receiving party agrees to furnish only that portion of the Confidential Information which is legally required, and such disclosure of Confidential Information by Recipient will not constitute a violation of the Terms and Conditions.

12.4 Personal information owned by the Company or the Partner and disclosed pursuant to the Service Agreement shall be treated as the Confidential Information. The Company and the Partner shall use reasonable efforts to prevent from any divulgation, falsification or eavesdropping of such personal information. 

12.5 If the Company or the Partner becomes aware of any divulgation, falsification or eavesdropping of the Confidential Information, it shall immediately report to the other party in writing, which includes e-mail.

12.6 If the Service Agreement is terminated or if a disclosing party requests during the term of the Service Agreement, the Company and the Partner shall destroy the Confidential Information and any reproductions thereof. 

12.7 The Partner shall also be responsible for complying with LINE User Data Policy and providing appropriate level of protection for Confidential Information.

The Company does not expressly or impliedly guarantee that the Service, including LINE, is free from de facto or legal flaws (including but not limited to stability, reliability, accuracy, integrity, effectiveness, fitness for certain purposes, legality to use for certain purposes, security-related faults, errors, bugs, or infringements of rights).

14.1 If the Company incurs damages due to the Partner’s violation of the Terms and Conditions, the Partner shall immediately compensate all such damages (including, but not limited to, reasonable attorney’s fees). 

14.2 If the Partner receives Claims, the Partner shall resolve such Claims at its expense and responsibility. If the Company incurs any damages due to such Claims, the Partner shall immediately compensate all such damages. If the Company resolves the Claims, the Partner shall pay for all expenses incurred by the Company to resolve the Claims. 

14.3 The Company is not responsible for any damages that the Partner may incur during any interruption or suspension of the Services due to force majeure such as fire, electric outage or natural disaster, network or system failure, or the event in Article 9 (ix) above. 

14.4 Only if the Partner incurs damages due to the Company’s willful conduct or gross negligence, the Company will compensate such damages to the extent that such damages are ordinary, actual and direct. Considering the fact that the Partner may use the Service for free, the amount of compensation to be paid by the Company shall be limited to 10,000 Japanese Yen. 

15.1 If there is any change to the Partner’s representative, corporate name or address, the Partner shall promptly notify to the Company through the administration website. 

15.2 When the Company receives the notice in Article 15. (1) above, the Company may request the Partner to provide a document evidencing such change, and the Partner shall comply with such request.

Where either of the following events is applicable to the Partner, the Company may terminate the Service Agreement without providing prior nor post notice to the Partner. 

16.1 The BusinessConnect Server developed and released by the Partner has not accessed LINE for a period of one (1) month or longer. 

16.2 The Partner has not logged on to the administrative website for a period of one month or longer.

17.1 The termination of the Service Agreement shall not affect the rights and obligations already accrued before such termination. 

17.2 The Company and the Partner shall be obliged to the duty of confidentiality of Article 12 for a period of two (2) years after the expiration or termination of the Service Agreement. Article 5, Article 7, Article 11, Article 14, Article 17 and Article 21 to 23 shall survive after the expiration or termination of the Service Agreement.

18.1 Each party represents, warrants and covenants to the other party that neither it nor any of its representatives, officers, employees, persons who substantially have the power to direct its management, agents or brokers, is not now, and will not become in the future:

18.1.1 a terrorist organization, criminal organization or any other organization similar or analogous thereto, or a person or organization that makes a demand accompanied by the use or threat of force or arms, or that engages in any illegal or unjust acts similar or analogous thereto (hereinafter referred to as "Anti-Social Forces");

18.1.2 a member of or a quasi-member of an Anti-social Force;

18.1.3 related or associated with an Anti-social Force; 

18.1.4 a person or company that has a close relationship or association (including, but not limited to, the provision of funds or any other benefits) with any of the foregoing; or

18.1.5 any other person equivalent to the above.

18.2 Each party undertakes that it will not engage in or cause any concerned party to directly or indirectly engage in any of the following acts: 

18.2.1 an act of making a demand in a violent manner;

18.2.2 an act of making an unreasonable demand beyond legal responsibilities;

18.2.3 an act of using intimidation or violence in connection with a business transaction; 

18.2.4 an act of defaming the reputation of or interfering with the business of the other party by spreading rumors, or using fraudulent or forceful means; or 

18.2.5 any other act similar to any of the foregoing.  

18.3 In the case where it is discovered that any party (the "Violating Party") has violated any of the representations, warranties or covenants given under the preceding two paragraphs, the other party may immediately terminate the Service Agreement without providing any notice making demands.

18.4 In the case where a party terminates the Service Agreement in accordance with the preceding paragraph, such terminating party is not liable for any loss, damage, claim, liability or cost that is incurred by the Violating Party as a result of such termination of the Service Agreement.

The Partner shall not transfer, assign, provide as security, the Service Agreement or its rights and obligations arising in connection with the Service Agreement to any third party, without prior written approval of the Company. 

If any of the provisions of the Terms and Conditions 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 the Company and the Partner in compliance with the laws. 

The Terms and Conditions shall be governed by Japanese laws. Where the Company has provided the Partner with a translation of the Terms and Conditions, this version will govern and control in the case of any dispute between the parties regarding the interpretation or application of the Terms and Conditions.

The Company and the Partner agree that either the Tokyo Summary Court or the Tokyo District Court, as determined depending on the amount of damages claimed, shall have the exclusive jurisdiction for the first instance over any disputes related to the Terms and Conditions or the Services. 

With respect to any matter not provided in the Terms and Conditions, the Company and the Partner shall discuss and resolve issues that may arise in good faith. 

Enacted on April 1, 2016