Effective date: 1 January 2024
EXHIBIT 1
LINE SERVICES for year 2024
|
LINE Service |
Agency Discount Amount* |
||||||||
|
Official Account, Additional Message, Premium ID |
12.5 |
||||||||
|
In - LINE Live Viewer |
12.5 |
||||||||
|
Sponsored Sticker |
12.5 |
||||||||
|
Sponsored Theme |
12.5 |
||||||||
|
LINE MyCustomer |
12.5 |
||||||||
|
LINE Today Programmatic |
12.5 |
||||||||
|
LINE Points Ad |
12.5 |
||||||||
|
LINE Ads
(Offline purchase only)
|
|
||||||||
|
LINE Reservation Ads (e.g. Smart Channel, Desktop Ads, LINE Today
Ads, LINE Openchat Ads, LINE VOOM Ads, LINE Wallet Ads, EC Solution
and Feature, EC Event Module, and EC Display Ads) |
12.5 |
||||||||
|
LINE Official Notifications |
12.5 |
||||||||
|
LINE Melody |
12.5 |
||||||||
|
LINE SHOPPING LIVE Co-broadcast (including Sales Amount of LINE
SHOPPING Plus – if any)
[These LINE services are not subject to any bulk deal
or rebate.] |
12.5 |
||||||||
|
Content writing & Production cost |
0% |
||||||||
|
LINE Points:
▪
Point Code
▪
Point Connect (API) |
0% |
||||||||
|
Non-LINE Services** |
Agency Discount Amount* |
||||||||
|
Webtoon services |
12.5% |
||||||||
|
LINE MAN Ads |
12.5% |
||||||||
Remarks:
*Agency Discount Amount for a subsequent year may be subject to change
upon Agency’s Net Spending Amount from the consecutive previous year,
according to LINE’s discretion.
**Non-LINE services
Apart from LINE Services, LINE may, from time to time and at its sole
discretion, make available Non-LINE services (such as Webtoon services
and/or LINE MAN Ads) to Agency
for reselling to
Corporate Clients within the Territory on a non-exclusive basis, in
accordance with the terms and conditions set forth in this Agreement and
the terms and conditions specified in each Instruction Channel and
applicable Order; to the extent that the Parties acknowledge and agree
that Non-LINE services
are not LINE Services and any provisions which by nature applicable
solely to LINE Services in this Agreement shall not be applied to Non-LINE services. Agency/Corporate Client may also be required to comply with separate
terms and conditions as applicable for each Non-LINE services set by other third-party service providers other than
LINE (as the case may be), which Agency/Corporate Client shall agree to
abide by in order to use such Non-LINE services. In avoidance of doubt, the Agency Discount Amount to be retained by
Agency for each Non-LINE service
shall be determined as specified in Exhibit 1.
Agency acknowledges and agrees that LINE is not the provider nor in
control of Non-LINE services, and LINE does not expressly or impliedly make any representations or
warranties relating to Non-LINE services; therefore, LINE shall not be liable to Agency/Corporate Client or any
third parties relating to provision of Non-LINE services. LINE may refuse, suspend, or cease offering and selling any of Non-LINE services
at any time without any notice or liability to Agency and Corporate
Client. Any terms and conditions as agreed between the Parties relating to Non-LINE services
may be made separately via emails.
“Non-LINE services” shall refer to
ads inventories/placement that Agency/Corporate Client can purchase to
display advertisement material on other third-party platform in either an
application and/or a website, or any other services
as provided by its service provider to be resold in the Territory;
whereby LINE has been authorized to resell those services to Agency and/or
Corporate Client from time to time.
EXHIBIT RE: TERMS AND CONDITIONS FOR CASH REBATE YEAR 2024
As an additional incentive for the Sales Distribution Work, LINE agrees
to provide a rebate (the "Cash Rebate") to Agency subject to the following terms
1. Calculation of the Cash Rebate:
1.1
Cash Rebate will only be calculated from the spending amount of the
applicable services (as specified in
the table below) less tax
and other discount rates ("Net Spending Amount").
|
No. |
Applicable LINE Services
|
|
1.
|
Official Account, Additional Message, Premium ID
|
|
2.
|
In - LINE Live Viewer |
|
3.
|
Sponsored Sticker |
|
4.
|
Sponsored Theme |
|
5.
|
LINE MyCustomer
(except MyCustomer CRM and MyCustomer CRM Pro) |
|
6.
|
LINE Today Programmatic |
|
7.
|
LINE Point Ads |
|
8.
|
LINE Ads
(Offline purchase only) |
|
9.
|
LINE Reservation Ads (for Smart Channel, Desktop Ads, LINE Today
Ads, LINE Openchat Ads, LINE VOOM Ads, LINE Wallet Ads, and EC Display Ads only) |
|
10.
|
LINE Official Notifications |
|
11.
|
LINE Melody |
|
No. |
Applicable Non-LINE Services |
|
1.
|
Webtoon services |
|
2.
|
LINE MAN Ads |
1.2
Subject to clause 1.3 in this Exhibit, the term during which Agency is
entitled to receive the Cash Rebate will be
from applicable services launching from 1 January 2024
until 31 December 2024 ("Term").
1.3
The period in which Agency shall be entitled for Cash Rebate ("Entitled Period") will be either:
(i) the Term, in case where
Agency has an existing Agency Service Agreement signed between LINE and
Agency prior to the Term; or
(ii) the Effective Date of the
previous Agency Service Agreement (if any)
or Effective Date of this Agreement or
Amendment (as the case may be) (whichever occur later) until the end of
the Term, in case where Agency entered into
the Agency Service Agreement with LINE during the Term.
1.4
Any Net Spending amount that Agency accrued in 2023
shall be excluded from the calculation of Cash Rebate
in 2024.
1.5
Any invoice that is more than 60 days overdue shall be considered as bad
debt ("Bad Debt")
and shall be
excluded from calculation of the Cash Rebate. LINE reserves the right to
change the condition(s) for Bad Debt
at any time and will notify Agency of any new condition(s) prior to
implementing such change.
1.6
On 31 December 2024, if Agency reaches the spending amount target in any
tier, Agency shall be entitled to a
Cash Rebate according to the applicable tier, as shown in the table
below.
|
Cash Rebate 2024 |
|
|
*Net Spending without Bad Debt
(Non-accumulated) (Million THB) |
Cash Rebate rate |
|
Tier 1: < 30 |
- |
|
Tier 2: ≥ 30 |
5% |
|
Tier 3: ≥ 50 |
6% |
|
Tier 4: : ≥ 75 |
7% |
|
Tier 5: : ≥ 100 |
8% |
|
Tier 6: : ≥ 125 |
9% |
|
Tier 7: : ≥ 150 |
10% |
|
Tier 8: : ≥ 175 |
11% |
|
Tier 9: : ≥ 200 |
13% |
|
Tier 10 : ≥ 250 or more |
15% |
1.7
Upon request by Agency
and by the end of 2024, Cash Rebate in 2024 can alternatively revert into
“Credit Note” which will be able to use in year 2025, subject to terms and
conditions to be provided by LINE (including remark in Exhibit 1 to this
Agreement).
2. Payment of Cash Rebate:
2.1
Cash Rebate shall be only payable upon LINE's receipt of service fees
from Agency in full for all invoices;
2.2
Upon receiving the paid invoice, LINE shall transfer Cash Rebate to
Agency's designated account after receiving invoice according to LINE's
payment policy.
3. Specific terms for a Group Company:
3.1
The tier that the Cash Rebate will be calculated from will be considered
from the overall aggregated amount which the Agency and its Group Company
as mentioned in the Agency Service Agreement has made within the Entitled
Period.
3.2
Payments of Cash Rebate to Group Companies will be made to the signatory
Agency and/or the entities in Group Company accordingly ("Entitled Benefactor(s)").
3.3
Upon full payment of the Cash Rebate entitled by the Group Company to the
signatory Agency or any of the Entitled Benefactor(s), LINE shall be
deemed to have completed its obligations towards the Group Company and no
other entities within the Group Company is entitled to demand a Cash
Rebate from LINE.
4. This Exhibit shall be subject to the Agency Service Agreement, and other
applicable agreements which Agency has entered into with LINE ("LINE Agreements"). Shall Agency be in breach of any of the LINE Agreements, any
accrued rights in receiving the Cash Rebate shall be extinguished.
5. Any dispute relating to Cash Rebate will first be amicably discussed
between the parties. In any case, LINE shall have absolute and final
judgment on the dispute.