These Terms and Conditions for Participation in the LINE MAN Only (New GP) Project (“Project Terms”) are established to set forth the criteria, rights, and obligations of the Merchant applying for and/or participating in the LINE MAN Only (New GP) Project (“Project”) under the GP Partnership Agreement (“Main Agreement”) with LINE MAN (Thailand) Company Limited (“Company” or “LINE MAN”).

These Project Terms shall be deemed an integral part of the Main Agreement and shall be read in conjunction with other relevant terms, conditions, policies, and announcements of LINE MAN. In the event that any provision in these Project Terms conflicts with the Main Agreement, the provisions of these Project Terms shall prevail specifically regarding the Project.

By applying for, participating in, clicking to confirm the use of privileges, or performing any action under the Project, whether in whole or in part, it shall be deemed that the Merchant has read, understood, and agreed to be fully bound by these Project Terms, the Main Agreement, and all other relevant conditions in their entirety.

1. Scope and Nature of the Project

1.1 The LINE MAN Only (New GP) Project (“Project”) is a commercial promotion program established by LINE MAN for Merchants within the GP Partnership system, with the objective of supporting business operations on the LINE MAN platform. Participation in the Project is strictly on a voluntary basis.

1.2 Any privileges, support, or special conditions under the Project are considered commercial privileges granted by LINE MAN based on LINE MAN’s criteria and sole discretion. These shall not be deemed as rights that the Merchant is entitled to claim by law, nor shall they be considered part of the remuneration or privileges under the Main Agreement, unless expressly stated otherwise in writing.

1.3 These Project Terms shall be deemed an additional agreement specifically for the Project and shall be enforced in conjunction with the Main Agreement. In the event of any conflict or inconsistency, these Project Terms shall prevail only in respect of matters relating to the Project.

1.4 Participation in the Project does not create any additional rights, relationships, or obligations beyond those specified in these Project Terms and the Main Agreement. It shall not constitute an amendment, change, or waiver of any provision in the Main Agreement, unless expressly agreed upon in writing.

2. Project Duration

2.1 The Project shall have a duration of 1 (one) year starting from the effective date specified in these Project Terms, or the date on which LINE MAN confirms the Merchant’s participation, whichever occurs first (“Project Duration”).

2.2 Upon the expiration of the Project Duration, the Project shall automatically renew for successive periods of 1 (one) year each under the conditions applicable at that time, unless either Party notifies the other of its intention not to renew in writing or through channels designated by LINE MAN at least 30 (thirty) days prior to the expiration of each term.

2.3 LINE MAN reserves the right to determine, amend, change, extend, suspend, or terminate the Project Duration, in whole or in part, based on business appropriateness or as it deems fit, by providing reasonable prior notice to the Merchant through channels designated by LINE MAN.

2.4 In the event of any changes to the duration or relevant conditions, if the Merchant continues to participate in the Project, utilizes the privileges, or does not proceed to cancel participation within the specified period, it shall be deemed that the Merchant has fully accepted such changes in their entirety.

2.5 The expiration or termination of the Project shall not affect any rights, duties, or liabilities incurred prior to the date of expiration or termination. Any provisions which by their nature should remain in effect shall continue to be enforceable until fully performed.

3. Privileges Under the Project

3.1 Nature of Privileges: Any privileges, support, or special conditions received by the Merchant under this Project are considered commercial privileges granted by LINE MAN in accordance with the criteria and conditions of the Project. They do not constitute rights that the Merchant is entitled to claim by law, nor are they considered remuneration under the Main Agreement, unless expressly specified otherwise in writing by LINE MAN.

3.2 Special Service Fee Rates

(a) Merchants who fully comply with the Project conditions shall receive a special service fee rate as designated by LINE MAN for this Project (“Special Service Fee Rate”).

(b) If the Merchant breaches the Project conditions, whether in whole or in part, LINE MAN reserves the right to immediately adjust the service fee rate to the standard applicable rate (“Service Fee Rate”) and shall be entitled to retroactively collect the difference in service fees from the date the breach was discovered. Furthermore, if it is subsequently found that such breach occurred prior to the discovery date, LINE MAN reserves the right to retroactively collect the difference in service fees from the actual Date of Breach.

For the purpose of clarity in these terms:

“Date of Breach” refers to the date on which any act or omission constituting a breach of the Project conditions occurred, as investigated and determined by LINE MAN, regardless of whether the investigation or notification to the Merchant occurs thereafter. Such date shall be deemed final unless the Merchant can provide clear evidence to the contrary.

3.3 Marketing Support

3.3.1 Under this Project, LINE MAN may, from time to time, consider providing marketing support to the Merchant based on the criteria, conditions, and sole discretion of LINE MAN. Such support may include, but is not limited to:

(a) Preparation of advertising materials, public relations media, or various forms of sales promotional materials; 

(b) Organizing campaigns, sales promotion activities, or any other marketing activities; 

(c) Marketing support, brand image promotion, Merchant positioning on the Platform, or any other form of business development as LINE MAN deems appropriate.

3.3.2 The consideration to provide support under Clause 3.3.1 is the sole right of LINE MAN. It shall not be deemed an obligation or binding commitment of LINE MAN, nor shall it be deemed a right that the Merchant is entitled to claim by law, unless expressly specified otherwise in writing by LINE MAN.

3.3.3 The Merchant expressly agrees and acknowledges that such marketing support:

(a) Does not constitute a guarantee or warranty of sales volume, revenue, order quantity, profit, or any business performance of the Merchant; 

(b) Does not create any rights, legitimate expectations, claims, or any obligations that LINE MAN must provide similar support, at the same level, or continuously in the future; 

(c) Shall not be deemed an amendment, change, or addition to the remuneration terms or privileges under the Main Agreement, unless expressly stated otherwise in writing.

3.3.4 LINE MAN reserves the right to determine criteria, amend, improve, suspend, or terminate such marketing support, in whole or in part, as LINE MAN deems appropriate, by providing reasonable notice to the Merchant through channels designated by LINE MAN. Such actions shall not be deemed a breach of contract and shall not create any liability toward the Merchant.

3.3.5 In the event that the Merchant continues to participate in the Project or utilizes the privileges after any changes to the support under this Clause have been made, it shall be deemed that the Merchant has fully accepted such changes in their entirety.

3.4 Right to Amend Privileges

3.4.1 LINE MAN reserves the right to determine, amend, change, improve, suspend, or terminate the privileges, special conditions, support, or any elements of the Project, in whole or in part, at LINE MAN’s sole discretion, based on business appropriateness or as LINE MAN deems fit.

3.4.2 Any actions taken under Clause 3.4.1 shall not be deemed a breach of contract, shall not constitute grounds for the Merchant to terminate the Main Agreement, and shall not give rise to any claims, damages, compensation, or any liability against LINE MAN, whether in contract, tort, or under any other laws.

3.4.3 The Merchant agrees and acknowledges that the privileges under the Project are commercial privileges specially granted by LINE MAN. The fact that LINE MAN has previously provided privileges in any form does not create a right, legitimate expectation, or obligation that LINE MAN must maintain or continue to provide such privileges in the future.

3.4.4 In the event that LINE MAN amends the privileges, and the Merchant continues to participate in the Project or exercise rights after the effective date of such amendment, it shall be deemed that the Merchant has fully accepted such amendment in its entirety.

3.5 Clawback of Privileges

3.5.1 In the event that LINE MAN discovers that:

(a) The Merchant has breached or failed to comply with the Project conditions, whether in whole or in part; or (b) The Merchant has received privileges, Special Service Fee Rates, subsidies, or any other benefits that do not comply with the prescribed criteria, conditions, or qualifications;

LINE MAN reserves the right to adjust, claw back, set-off, or demand retroactive reimbursement of such benefits as LINE MAN deems appropriate.

3.5.2 The clawback under Clause 3.5.1 may include, but is not limited to:

(a) The difference between the Special Service Fee Rate under the Project and the standard applicable Service Fee Rate; 

(b) The value of marketing support, production of advertising materials, campaign expenses, or any other costs supported by LINE MAN for the Merchant; 

(c) Privileges, incentives, subsidies, promotional credits, or any other commercial benefits related to the Project.

3.5.3 LINE MAN shall be entitled to deduct the amount to be clawed back from the revenue, service fees, outstanding balances, or any amounts payable by LINE MAN to the Merchant under the Main Agreement or any other business relationship between them, without requiring further consent from the Merchant. However, if LINE MAN is unable to deduct such amounts for any reason, LINE MAN reserves the right to take any action to collect the said amount from the Merchant through methods LINE MAN deems appropriate.

3.5.4 The Merchant agrees that the clawback of privileges under this Clause is merely an adjustment of commercial benefits to comply with the conditions and does not constitute a civil penalty or punishment. This shall be without prejudice to LINE MAN’s right to claim damages, demand interest, exercise the right to suspend services, terminate the Agreement, or exercise any other rights under the Main Agreement or relevant laws.

3.5.5 The right to clawback under this Clause shall remain in full force and effect even after the expiration or termination of the Project or the Main Agreement, provided that the grounds for clawback occurred during the period of the Merchant’s participation in the Project.

4. Project Participation Conditions (LINE MAN Only)

4.1 General Principles

4.1.1 The “LINE MAN Only” condition is a specific commercial condition established for Merchants who voluntarily participate in the Project in exchange for privileges, Special Service Fee Rates, or marketing support as prescribed under these Project Terms.

4.1.2 Such condition is a commercial agreement arising from the Merchant's voluntary consent. It is not a general mandatory requirement for using the LINE MAN platform, nor is it a compulsory condition for all merchants within the GP Partnership system.

4.1.3 The establishment of the “LINE MAN Only” condition shall not be deemed a restriction on the Merchant’s general freedom to conduct business. The Merchant maintains the right to operate its business and conduct activities through other channels as usual, except for the specific parts where the Merchant has voluntarily agreed to the conditions under this Project.

4.1.4 Should the Merchant not wish to comply with the “LINE MAN Only” condition, the Merchant has the right to choose not to apply or to request cancellation of participation in the Project in accordance with the procedures and conditions prescribed by LINE MAN. Such non-participation or cancellation shall not affect the Merchant's status within the GP Partnership system under standard conditions, unless otherwise agreed.

4.2 Exclusive Product Sales via Platform under the Project

4.2.1 As a condition for receiving privileges under this Project, and throughout the Project Duration, the Merchant agrees to sell products and/or provide services participating in this Project exclusively through the LINE MAN platform. This shall be in accordance with the details, conditions, and scope that LINE MAN may determine or notify from time to time.

4.2.2 For the purpose of clarity, the term “Food Ordering Intermediary Platform” under this Clause refers to a digital platform acting as an intermediary between merchants and consumers, providing at least one of the following services:

(a) Receiving or managing orders on behalf of the merchant; (b) Receiving or processing payments on behalf of the merchant; (c) Providing product delivery services on behalf of the merchant.

4.2.3 The condition under Clause 4.2.1 does not include:

(a) Websites, applications, or sales channels owned and managed directly by the Merchant which are not intermediary platforms; 

(b) Communication or sales channels that do not charge a fee as a commercial intermediary; 

(c) Channels that do not provide end-to-end services such as ordering, payment, and delivery on behalf of the merchant as an intermediary platform.

4.2.4 The Merchant acknowledges that the exclusive platform usage condition under this Clause is an essential condition of the Project and is part of the commercial justification used by LINE MAN to consider granting privileges, Special Service Fee Rates, or support under the Project.

4.2.5 If the Merchant breaches the conditions under this Clause, LINE MAN reserves the right to take action in accordance with Clause 3.2 (Special Service Fee Rates) and Clause 3.5 (Clawback of Privileges), including any other rights under the Main Agreement, without prejudice to the right to claim additional damages by law.

4.3 Display of Marks and Rights to Use Merchant Name

4.3.1 Throughout the Project Duration, the Merchant agrees not to display, install, publish, or promote any trademarks, logos, stickers, signs, advertising media, or promotional materials of any Food Ordering Intermediary Platform that is a competitor of LINE MAN, whether physically or electronically. This includes, but is not limited to:

(a) Display at the storefront, service area, or any area visible to customers; 

(b) Display on the Merchant’s website, social media, or online media; 

(c) Display on packaging, food bags, receipts, printed media, or any other materials related to food delivery services.

For the purpose of clarity, the conditions under this Clause apply specifically to services related to food ordering, food pickup, and delivery via platforms and any other services similar in nature to LINE MAN, and do not prohibit the display of trademarks in other contexts unrelated to such services.

4.3.2 The Merchant agrees to grant LINE MAN the right to use the Merchant’s name, trademarks, logos, service marks, product images, menus, food items, Merchant information, and any other content submitted or published by the Merchant via the LINE MAN platform for the purposes of Project operation, advertising, public relations, preparation of sales promotional materials, and marketing communications related to the platform, without additional remuneration, throughout the Project Duration.

4.3.3 The grant of rights under Clause 4.3.2 is considered a non-exclusive, non-sublicensable right (except for the benefit of LINE MAN’s marketing activities) and shall not be deemed a transfer of ownership of the Merchant's trademarks or intellectual property in any way.

4.3.4 The Merchant represents and warrants that it has the legal right to authorize the use of the Merchant’s name, trademarks, logos, and such content, and that the use by LINE MAN under this Clause will not infringe upon the rights of any third party. The Merchant agrees to indemnify LINE MAN for any damages should there be a claim from a third party arising from a breach of such representation and warranty.

4.4 Cooperation and Service Standards

4.4.1 The Merchant agrees to activate the store on the LINE MAN platform and be ready to receive orders within 15 (fifteen) business days from the date LINE MAN notifies the approval for Project participation. If the Merchant fails to do so within the specified period, LINE MAN reserves the right to consider suspending privileges or revoking Project participation at its discretion.

4.4.2 Throughout the Project Duration, the Merchant agrees to maintain service standards and Key Performance Indicators (KPIs) as determined by LINE MAN, which may be amended from time to time, with notice provided to the Merchant through channels designated by LINE MAN.

4.4.3 The indicators under Clause 4.4.2 may include, but are not limited to:

(a) Order acceptance rate; 

(b) Order cancellation rate; 

(c) Food or product preparation time; 

(d) Product quality and order accuracy; 

(e) Customer satisfaction scores or review ratings.

4.4.4 If the Merchant fails to maintain standards or meet the determined KPIs, LINE MAN reserves the right to require the Merchant to rectify the issue within a specified period and/or take appropriate actions, which may include reducing, suspending, or revoking privileges under the Project, or taking action under the Main Agreement. This is without prejudice to LINE MAN’s right to exercise any other rights under the Agreement or the law.

4.4.5 The determination or amendment of KPIs by LINE MAN is considered a matter of platform management discretion for the benefit of maintaining overall service standards and shall not be deemed an amendment to the Main Agreement unless expressly stated otherwise.

4.5 Circumvention or Concealment of Breach

4.5.1 The Merchant agrees not to take any action, directly or indirectly, to circumvent, conceal, distort, or render the Project conditions ineffective in practice, including any act intended to result in non-compliance with the Project conditions, even if such act does not contradict the literal wording.

4.5.2 Actions under Clause 4.5.1 include, but are not limited to:

(a) Changing the store name, registering or establishing a new store, opening a cloud kitchen or virtual store, using another individual or entity as an agent, operating through an affiliate, or using any other trade names, trademarks, or business models, whether directly or indirectly, to provide services via competing platforms, or to circumvent, conceal, or obstruct the audit of compliance with the exclusivity conditions under this Project. Such actions shall be deemed a material breach of the Project conditions. 

(b) Using any other person as a representative, intermediary, proxy, shareholder, director, affiliate, or related person, whether directly or indirectly, to act on behalf of the Merchant in a manner intended to or resulting in the circumvention, concealment, or non-compliance with these Project Terms. This shall be deemed a material breach of the Project conditions, regardless of whether such action is taken in the name of a natural person or any legal entity, and whether or not the Merchant receives direct or indirect benefit from such action. 

(c) Determining conditions, prices, menus, product items, privileges, or any sales promotions in a manner that benefits other platforms, or results in other platforms receiving better conditions, or has the effect of undermining or affecting the essence of the exclusivity conditions under this Project, whether directly or indirectly, or in practice allowing other platforms to compete at a level equivalent to or better than the conditions under this Project. 

(d) Business separation, transfer of rights, or any business restructuring primarily intended to circumvent the Project provisions.

4.5.3 In the event LINE MAN has reasonable grounds to believe the Merchant has engaged in actions under this Clause, LINE MAN reserves the right to investigate, request additional information, suspend privileges, or take action in accordance with Clause 3.2 (Special Service Fee Rates) and Clause 3.5 (Clawback of Privileges), as well as exercise any other rights under the Main Agreement or relevant laws immediately.

4.5.4 The Merchant agrees that the determination of whether any action constitutes circumvention or concealment of a breach under this Clause shall primarily be based on the facts and the intent of the Project, rather than merely the legal form of the operation.

5. Right to Audit

5.1 For the purpose of auditing compliance with the Project conditions, particularly the “LINE MAN Only” condition, LINE MAN reserves the right to request information, documents, evidence, or any clarifications pertaining to the Merchant’s business operations as they relate to the Project.

5.2 The Merchant agrees to cooperate in providing such information, documents, or clarifications within the period specified by LINE MAN and warrants that all information provided is true, accurate, and complete.

5.3 Any failure by the Merchant to cooperate, provide information, or the provision of false or incomplete information shall be deemed a material breach of the Project conditions. In such an event, LINE MAN shall be entitled to immediately take action in accordance with Clause 6 (Consequences of Breach) and Clause 7 (Termination of the Project).

6. Consequences of Breach

6.1 If the Merchant breaches or fails to comply with the conditions under Clause 4 (Project Participation Conditions (LINE MAN Only)), whether in whole or in part, LINE MAN shall have the sole right to consider taking any one or a combination of the following actions:

(a) Suspend, reduce, or revoke privileges under the Project, in whole or in part; (b) Adjust the service fee rate from the Special Service Fee Rate to the standard applicable Service Fee Rate and retroactively collect the difference in service fees from the Date of Breach; (c) Claw back privileges, subsidies, promotional credits, or any other benefits already received by the Merchant in accordance with Clause 3.5 (Clawback of Privileges); (d) Terminate the Project participation with immediate effect without prior notice for rectification, unless LINE MAN deems it appropriate to grant an opportunity to rectify.

6.2 In the event that the Merchant wishes to dispute any action taken by LINE MAN under Clause 6.1, the Merchant must notify LINE MAN in writing within 7 (seven) days from the date LINE MAN notifies or proceeds to suspend, cancel, or adjust the relevant services or privileges. Otherwise, it shall be deemed that the Merchant has fully accepted such actions.

In this regard, LINE MAN reserves the right to investigate the facts based on system data or relevant evidence, and LINE MAN’s determination shall be final unless there is clear evidence to the contrary. If the investigation confirms that a breach has occurred, LINE MAN reserves the right to uphold such actions and/or take further measures pursuant to Clause 6.1.

6.3 The exercise of rights by LINE MAN under this Clause shall not constitute a waiver of rights and shall be without prejudice to LINE MAN’s right to claim damages, demand interest, suspend services, terminate the Main Agreement, or exercise any other rights under the Main Agreement or relevant laws.

6.4 The Merchant agrees that the measures under this Clause are reasonable and necessary to protect LINE MAN’s commercial interests and do not constitute a civil penalty.

6.5 The Merchant acknowledges and agrees that the conditions under Clause 4 (Project Participation Conditions (LINE MAN Only)) are essential conditions of the Project and are key commercial factors used by LINE MAN in considering the granting of privileges, Special Service Fee Rates, or any support under this Project.

The Merchant agrees that a breach of such conditions, whether in whole or in part, and whether intentional or negligent, may cause various damages to LINE MAN, including but not limited to: (a) loss of revenue or business opportunities; (b) loss related to investments or marketing support already provided; (c) damage to the commercial structure, competitive advantage, or Project image; and (d) user confidence. Such damages are of a nature that is difficult to quantify in advance.

The clawback of privileges, adjustment of service fee rates, suspension of rights, or any other measures under these Project Terms shall be deemed LINE MAN’s right in Project management and do not constitute a civil penalty. Furthermore, such measures shall not be considered the sole or exclusive remedy for damages, and shall not prejudice LINE MAN’s right to claim additional damages, interest, expenses, or any other benefits available under the law or the Main Agreement. All such claims shall be cumulative.

The clawback of privileges, adjustment of service fee rates, suspension of rights, or the implementation of any measures under these Project Terms shall be regarded merely as commercial measures under the Project and shall not be deemed as full compensation for all damages. Moreover, it does not constitute a waiver or limitation of LINE MAN's rights to exercise or claim additional damages, interest, expenses, or any other claims arising from or in connection with such breach under the law, the Main Agreement, or other relevant agreements. Such rights shall be cumulative and exercisable concurrently.

7. Termination of the Project

7.1 Termination by LINE MAN (Without Cause)

LINE MAN reserves the right to terminate the Merchant’s participation in the Project without cause by providing at least 15 (fifteen) days’ prior notice to the Merchant through channels designated by LINE MAN. Such termination shall not be deemed a breach of contract and shall not give rise to any claims for damages or compensation against LINE MAN.

7.2 Immediate Termination

LINE MAN reserves the right to terminate the Project participation with immediate effect and without prior notice in the event that:

(a) The Merchant commits a material breach of these Project Terms or the Main Agreement and fails to rectify such breach within the period specified by LINE MAN (if LINE MAN deems it appropriate to grant an opportunity to rectify); 

(b) The Merchant performs any act that causes, or is likely to cause, damage to LINE MAN, the reputation of the platform, users, or any third party; 

(c) The Merchant becomes insolvent, undergoes liquidation, has its business license revoked, or is in a situation that affects its ability to conduct business; 

(d) The Merchant ceases to be a merchant in the GP Partnership system with LINE MAN.

7.3 Consequences of Termination

Upon termination of the Project for any reason:

(a) It shall not affect LINE MAN’s right to claw back privileges, collect the difference in service fees, or claim damages, compensation, interest, or exercise any other rights under the Project Terms, the Main Agreement, or relevant laws; 

(b) It shall not entitle the Merchant to claim any compensation, loss of opportunity, or any expenses arising from the termination of the Project; 

(c) Any provisions which by their nature should remain in effect shall continue to be enforceable even after the Project has ended.

7.4 Termination by the Merchant 

The Merchant has the right to terminate its participation in the Project through the channels and procedures designated by LINE MAN. Such termination shall take effect only once the Merchant has fully completed the specified procedures and received confirmation from LINE MAN. Termination shall not affect any rights or obligations incurred prior to the effective date of termination.

8. Intellectual Property

8.1 License Grant 

Throughout the Project Duration, LINE MAN grants the Merchant a license to use trademarks, logos, trade names, service marks, images, marketing media, and any other intellectual property of LINE MAN, whether currently existing or created in the future (collectively referred to as “Intellectual Property”), only as necessary for the purposes of participating in and promoting this Project, and subject to the conditions set forth in these Project Terms.

8.2 Nature of License 

The license granted under this Clause is non-exclusive, non-transferable, and non-sublicensable to any third party unless prior written consent is obtained from LINE MAN. This license is effective only during the Project Duration and does not constitute a transfer of ownership or any rights in such Intellectual Property to the Merchant, whether expressly or by implication.

8.3 Usage Restrictions 

The Merchant agrees to use the Intellectual Property in accordance with the formats, standards, brand guidelines, and directions prescribed by LINE MAN, and shall not:

(a) Modify, edit, distort, or use the Intellectual Property in a manner that may cause misunderstanding; 

(b) Register or apply for registration of any marks or rights similar to LINE MAN’s Intellectual Property; 

(c) Perform any act that may cause damage, disparagement, or affect the reputation, image, or rights of LINE MAN.

8.4 Termination of Usage Rights 

Upon the expiration, cancellation, or termination of the Merchant’s participation in the Project for any reason, the Merchant must immediately cease all use of LINE MAN’s Intellectual Property and must remove, delete, destroy, or cease the distribution of any media, documents, materials, or information containing such Intellectual Property within the period specified by LINE MAN, without the right to claim any compensation or damages.

8.5 Retention of Rights 

All rights, titles, and interests in LINE MAN’s Intellectual Property shall remain the sole property of LINE MAN. Any failure or delay by LINE MAN to exercise or enforce any right under this Clause shall not constitute a waiver of such right in the future.

9. Confidentiality

9.1 Confidential Information 

The Merchant agrees to keep all information related to this Project strictly confidential, regardless of the format in which it was received—whether written, oral, electronic, or by nature of accessing the information. This includes, but is not limited to: Special Service Fee Rates, terms and privileges, clawback mechanisms, consideration criteria, marketing support, commercial data, business plans, strategies, pricing, cost structures, customer data, or any other information not disclosed to the public (collectively referred to as “Confidential Information”).

9.2 Prohibitions on Use or Disclosure 

The Merchant shall not disclose, publish, transmit, utilize, or permit any person to access or use the Confidential Information, in whole or in part, except:

(a) With prior written consent from LINE MAN; or 

(b) Where disclosure is required by law, court order, or an order of a competent government authority. In such event, the Merchant must notify LINE MAN in writing without delay (to the extent permitted by law) to provide LINE MAN with the opportunity to object to or limit the scope of such disclosure.

9.3 Data Protection Measures 

The Merchant must implement reasonable and appropriate technical and organizational measures to prevent the Confidential Information from being accessed, used, disclosed, reproduced, or disseminated without authorization. Access to Confidential Information must be limited to directors, executives, employees, advisors, or representatives of the Merchant who have a "need-to-know" for the purposes of Project implementation and must ensure that such persons comply with confidentiality obligations no less stringent than those set forth in this Clause.

9.4 Exceptions 

The confidentiality obligations shall not apply to information that the Merchant can prove:

(a) Is already public knowledge through no fault of the Merchant; 

(b) Was lawfully received from a third party without an obligation of confidentiality; 

(c) Was already in the Merchant's lawful possession prior to disclosure by LINE MAN.

9.5 Duration of Obligation 

The confidentiality obligations under this Clause shall remain binding even after the Project has ended, been canceled, or the Merchant’s participation has terminated. These obligations shall continue for an indefinite period unless the information falls under the exceptions in Clause 9.4.

9.6 Enforcement Rights 

The Merchant agrees that a breach of this Clause may cause serious damage to LINE MAN, which may not be adequately compensated by monetary damages. LINE MAN shall be entitled to all legal remedies, including seeking injunctive relief or court orders, in addition to claiming damages.

10. Data Privacy

10.1 In the event of any collection, use, disclosure, or processing of any personal data related to the Project, such actions shall be carried out in accordance with applicable personal data protection laws, LINE MAN’s Privacy Policy, and the data protection provisions under the Main Agreement.

10.2 The Merchant warrants and represents that the delivery of any information to LINE MAN under this Project is conducted lawfully and does not infringe upon the rights of any third party.

11. Force Majeure

11.1 LINE MAN shall not be liable for any failure to provide privileges, marketing support, or to perform any action under this Project due to Force Majeure or any event beyond the reasonable control of LINE MAN, including but not limited to: natural disasters, floods, fires, epidemics, riots, terrorism, war, orders of government authorities, communications system failures, internet system failures, payment system failures, or third-party technology system failures.

11.2 In the event of such Force Majeure, LINE MAN reserves the right to suspend, postpone, adjust, or cancel any privileges or elements of the Project as appropriate. Such actions shall not be deemed a breach of contract and shall not create any liability toward the Merchant.

12. Limitation of Liability

12.1 To the maximum extent permitted by applicable law, LINE MAN shall not be liable for any indirect, special, punitive, or exemplary damages, nor for any loss of reputation, loss of profit, loss of revenue, or loss of business opportunity arising out of or in connection with this Project, whether in contract, tort, or under any other legal theory.

12.2 In any event, the maximum aggregate liability of LINE MAN arising out of or in connection with this Project shall not exceed: (a) the actual value of privileges or support received by the Merchant under this Project; or (b) the total amount received by LINE MAN from the Merchant under this Project during the 12 (twelve) months preceding the date of the event giving rise to the liability, whichever is lower.

12.3 The limitations of liability under this Clause shall not apply in cases where the law prohibits such limitations, or in instances of fraud or willful misconduct by LINE MAN.

13. Compliance with Competition Law

13.1 The Parties acknowledge and agree that participation in this Project is conducted on a strictly voluntary basis by the Merchant and constitutes a commercial agreement established for legitimate business purposes.

13.2 The Parties agree to operate under this Project in compliance with all applicable laws, including competition laws, and have no intent or objective to unlawfully restrict or exclude competition.

13.3 Should any government authority issue an order or ruling that affects the conditions of the Project, LINE MAN reserves the right to amend, adjust, or terminate such conditions as necessary to ensure full compliance with the law.

14. General Provisions

14.1 These Project Terms shall be deemed an integral part of the GP Partnership Participation Agreement (the “Main Agreement”) and shall be binding upon the Parties as if they were part of the Main Agreement. They shall be read and construed in conjunction with one another.

14.2 In the event of any conflict or inconsistency between these Project Terms and the Main Agreement, these Project Terms shall prevail solely with respect to the matters relating to this Project and only to the extent of such conflict or inconsistency.

14.3 LINE MAN reserves the right to amend, change, or supplement these Project Terms from time to time by notifying the Merchant through channels designated by LINE MAN. The Merchant’s continued participation in the Project or continued acceptance of privileges after such amendments become effective shall be deemed an express acceptance of such amendments.

14.4 Any failure or delay by LINE MAN to exercise any right or take any action under these Project Terms shall not constitute a waiver of such right, nor shall it preclude LINE MAN from exercising such right at a later time.

14.5 The Merchant may not assign or transfer any rights, obligations, or benefits under this Project, in whole or in part, to any third party without prior written consent from LINE MAN.

14.6 The Parties agree and acknowledge that they are independent contractors. Participation in this Project does not create any partnership, agency, employer-employee relationship, joint venture, or any other similar relationship between them.

14.7 These Project Terms shall be governed by and construed in accordance with the laws of the Kingdom of Thailand. The courts of Thailand shall have exclusive jurisdiction over any disputes arising out of or in connection with this Project.