Effective date: 1 January 2024

EXHIBIT 1

LINE SERVICES for year 2024

 

LINE Service

Agency Discount Amount*

Official Account, Additional Message, Premium ID

15%

In - LINE Live Viewer

15%

Sponsored Sticker

15%

Sponsored Theme

15%

LINE MyCustomer

15%

LINE Today Programmatic

15%

LINE Points Ad

15%

LINE Ads

(Offline purchase only)

 

 

Minimum Target Net Spending Amount* (Monthly) (Non-accumulated)

Agency Discount Amount (monthly)

2,000,000 THB

2%

5,000,000 THB

5%

*Remarks: (i) Spending less tax, any discount rates, and no Bad Debt, (ii) Net Spending Amount shall be calculated individually for the signatory Agency or each entity in the Group Company (as the case may be).

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)

15%

LINE Official Notifications

15%

LINE Melody

15%

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.]

15%

Content writing & Production cost

0%

LINE Points:

        Point Code

        Point Connect (API)

0%

Non-LINE Services**

Agency Discount Amount*

Webtoon services

15%                                            

LINE MAN Ads

15%

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
(both non-promotion and promotion price)

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.