LINE SERVICE MASTER AGREEMENT WITH ADVERTISER

MAJOR TERMS

A. Territory 

Republic of Indonesia.

B. Contract Period

This Agreement shall take effect on the Effective Date as firstly stated above and continue until terminated by either Party upon thirty (30) day prior written notice or terminated pursuant to the provisions in Article 9 of the General Terms and Conditions below. Such termination shall not affect any outstanding Insertion Order and 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.

C. Service Fee

As set forth within the Insertion Order(s).

D. Governing Laws

This Agreement shall be interpreted and governed by the laws of the Republic of Indonesia.

The Parties irrevocably and unconditionally agree that any dispute arising out of or related to this Agreement and its implementation shall be settled through consensus for deliberation between the Parties. If no consensus reached within thirty (30) days as of the first attempt of such concensus for deliberation is performed, then the Parties agree to settle the dispute before the exclusive jurisdiction of South Jakarta District Court.  

E. Effect

This Agreement shall govern in the event of any inconsistency between this Agreement, Specific Terms and Guidelines and the Insertion Order, except those pertaining to the Payment Terms in the Insertion Order. 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.

F. Specific Terms and Guidelines  

In addition to: (i) these Major Terms, and (ii) General Terms and Conditions of the Services (collectively this “Agreement”), the Parties are subject to the specific terms and guidelines of each relevant LINE Service which are available online at https://www.linebiz.com/id-en/terms-and-policies/. Partner must review all of the relevant Specific Terms and Guidelines for each of the Services relevant to them as these documents affect Partner rights and obligations in using LINE Services.

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 (as defined below):

1. “Advertiser” in the relevant Insertion Order shall refer to Partner (as defined below) under this Agreement or Corporate Client in an Agency Service Agreement (if applicable).

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 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 LINE, "Affiliate" shall include LINE Corporation (JP) and LINE Plus Corporation (KR).

3. Agreement” shall mean this Advertising Agreement between LINE and Partner.

4. “Business Connect Service” shall mean the service of providing automatic connection between the Partner’s system and/or information with LINE’s API (as defined in the Specific Terms fo the Business Connect Service) allowing automatic responses to be sent to Users through the channels available for the LINE General Service. 

5. “Contents” shall mean text, image, video, etc. created and/or provided by Partner to LINE to be published, used, and/or distributed via LINE platform under this Agreement which may be materials or collection of materials constructed in form of signs, characters, voice, sound and image.

6. “Contract Period” refers to the period stated in the Major Terms.

7. "Insertion Order(s)" means an Insertion Order for use of a Service to be completed by Partner substantially in the form prescribed by LINE and submitted to LINE

8. "Intellectual Property Rights" shall mean all patents, designs, utility models, copyrights, know-how, trade secrets, trademarks, service mark, trade dress and any other intellectual property rights regardless of whether such rights have been registered in any country.

9. "LINE" shall mean PT LINE Plus Indonesia or its Affiliate, unless provided otherwise in the relevant Specific Terms and Guidelines (as defined below).

10. LINE General Services” shall mean an instant message and free call service to Users operated and provided by LINE and its Affiliates through any access equipment, including Personal Computers, tablet devices, and mobile devices.

11. “LINE Partner Services” shall mean Official Account, Sponsored Stickers, LINE Points, Official Home, API Business Connect, Live Cast, On Air and/or any other services specifically customized for Partner pursuant to this Agreement.

12. "LINE Services" shall mean the LINE General Service, the LINE Partner Service, the Business Connect Service, the LINE TV Advertisement Service, the LINE Timeline Advertisement Service, the LINE Today Advertisement Service, the LINE Points Ads Service, the LINE Points Code or any other services to be provided by LINE or its Affiliate and a "LINE Service" shall mean each of them.

13. “Major Terms” shall mean the Major Terms to this Agreement as signed by the Parties, as attached to this Agreement. For avoidance of doubt, the Major Terms shall constitute part of this Agreement.

14. “Official Account” shall mean the designated user account that Partner may utilize to communicate with Users including but not limited to transmitting Contents on LINE platform.

15. “Official Home” shall mean a homepage made available to promote Partner on LINE platform.

16. “Partner” shall mean (i) a client who will purchase or has purchased the relevant LINE Service(s) (by signing Insertion Order by itself or through Agency), whereby Partner may also be referred as “Advertiser” in the relevant Insertion Order; or (ii) Agency who will purchase or has purchased the relevant Service(s) from LINE for a client by signing an Insertion Order with LINE as the service provider.

17. “Party” shall mean either Partner or LINE, as the context requires, and “Parties” shall mean both of them.

1.18 “Service” shall mean LINE Services which Partner has subscribed under this Agreement as indicated in the Major Terms and “Services” shall mean all such LINE Services.

19. “Service Fee” shall mean the total advertising fee amount payable by Partner to LINE under the Insertion Order and its amendment, for using the Service.

20. Specific Terms and Guidelines shall mean specific terms and guidelines for the the applicable Service and available online at:

https://www.linebiz.com/id-en/terms-and-policies/

21. “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.

22. “Territory” shall mean the region(s) specified as such in the Major Terms.

23. “User” shall mean a registered end user of the LINE General Service.

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 LINE 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 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 the use of Service, the Partner shall agree to a fill out Insertion Order with required information and send the filled out Insertion Order to LINE. Upon LINE’s acceptance of the Insertion Order, the Agreement shall be deemed to be executed between LINE and Partner.

4. LINE shall be entitled to reject 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 Partner has been or may be, as determined by LINE, delinquent in paying Service Fee, expenses, premiums or late charges for Service Fee and any other charges for services provided by LINE or any of its Affiliates;

(ii) the Partner may, as determined by LINE, harm the reputation of the Service(s);

(iii) the Insertion Order contains any false information or misrepresentation; or

(iv) LINE deems that it is inappropriate for itself to execute or continue providing services under the Agreement with such Partner.

Article 3. Disclaimer

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 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) to 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) shall comply with all applicable laws, rules and regulations, all third party rights and all LINE policies while performing its obligations under the Agreement or in connection with any Services for which it has subscribed;

(iv) the Contents provided by it 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. LINE 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 LINE AS A NEUTRAL HOST AND ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND LINE DISCLAIMS: (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. Electronic Insertion Order

1. The Parties agree that 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 the e-I/O in the same manner as if 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 the e-I/O provided 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, any electronic signature or signature in paper form signed by its staff in Insertion Order or e-I/O and any electronic message, including e-mails, sent from corporate email address of any staff to confirm the acceptance to and to send the executed Insertion Order in any forms or e-I/O to LINE shall be binding on Partner.

Article 6. Indemnification

Partner shall indemnify, defend and hold harmless LINE (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 wilful misconduct or gross negligence on the part of the Partner.

Article 7. Limitation of Liability

IN NO EVENT WILL LINE 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 8. 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 8.

3. The obligations of this Article 8 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. Each Party recognizes and acknowledges that the other party would not have any adequate remedy at law for the breach by the other party of any one or more of its obligations contained in Article 8, and agrees that in the event of any such actual or potential breach, the non-breaching party may, in addition to the other remedies which may be available to it, file a suit in equity to enjoin the other party therefrom

Article 9. 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 LINE 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 expirationn) shall remain in full force and effect.

7. The termination of certain Service shall not affect the continuance of other Services. 

8. The Parties hereby waive the provisions of Article 1266 of the Indonesian Civil Code and therefore, the termination of this Agreement does not require any court decision.

Article 10. Anti -Corruption Provision

1. Partner warrants and represents to LINE 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 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. 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 LINE 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 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. Partner 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 Partner with the preceding clauses of this Article, LINE and/or representatives of LINE 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, LINE may in its sole discretion cancel all obligations by LINE to pay any reimbursements, fees or other compensation to Partner 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 Partner to indemnify LINE for any damages, losses and expenses incurred by LINE; and/or,

(iv) Require Partner 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 Partner arising out of or related to such actions.

6. LINE hereby warrants and represents that LINE has informed the Partner on the existence of LINE Group’s Code of Conduct for the purpose of this provision, which as can be accessed at:

https://terms.line.me/line_PedomanPerilaku_id?lang=id

7. Breach of this Article 10 shall be a material breach of this Agreement.

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 of LINE. LINE 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 LINE as may be required to evidence, confirm, and/or further effect LINE’s rights under this Agreement. If Partner fails to execute and deliver any such documents and instruments promptly upon request by LINE, LINE 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. This Agreement can be prepared in bilingual of English and Indonesian languages.  The controlling version of this Agreement shall be in the Indonesian language, and such Indonesian 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. In such event, the English language shall automatically be deemed to have adjusted to conform with its relevant Indonesian text.

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 and Indonesian languages;

(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 receipt executed by the addressee  (atau 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

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 and pandemic, 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, the other Party is entitled to terminate the Agreement according to Article 9 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.

Last updated on: September 16th, 2020