CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is effective as of the date of Company's Electronic Acceptance of this Agreement ("Effective Date") by and between LINE FRIENDS INC., a corporation having its principal place of business at 1515 Broadway, New York, NY 10036, the United States of America ("LINE"), and the entity clicking "I Agree" or otherwise accepting this Agreement ("Company").

RECITALS

A. LINE and Company are engaged in discussion in contemplation of a transaction involving strategic partnership ("Purpose"). Neither Party has an obligation under this Agreement to purchase any product or service from the other Party.

B. In the course of dealings between LINE and Company, LINE may disclose Confidential Information to Company, as that term is later defined in this Agreement.

C. LINE desires to establish and set forth Company's obligations with respect to LINE's Confidential Information.

AGREEMENT

In consideration of the terms and conditions herein, Company agrees as follows:

1. Definition

"Affiliate" as used in this Agreement shall mean any legal entity (such as a corporation, partnership, or limited liability company) that controls or is controlled by or under common control with the referenced Party. For the purposes of this definition, the term "control" means (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.

"Confidential Information" as used in this Agreement shall mean any and all LINE's technical and non-technical information including but not limited to patent, copyright, trademark, trade secret, and proprietary information, techniques, blueprint, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to current and future proposed products and services of each of the parties, and includes, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information. All such information will be considered Confidential Information regardless of the form of disclosure, whether in writing, orally, or in any other form, and regardless of whether or not documents are marked confidential when the disclosure takes place.

2. Obligations

2.1. Company agrees that it will not make use of, disseminate, or in any way circulate within its own organization any Confidential Information which is supplied to or obtained by it in writing, orally or by observation, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of LINE or of LINE's Affiliate; and any purpose LINE to whom such information is confidential may hereafter authorize in writing.

2.2. Company agrees that it shall disclose Confidential Information only to its employees, independent consultants or its Affiliate who need to know such information for evaluating the Purposes and certifies that such employees, independent consultants or its Affiliate have previously agreed, either as a condition to employment or in order to obtain Confidential Information, to be bound by the terms and conditions substantially similar to this Agreement.

2.3. Company agrees that it shall treat all Confidential Information with the same degree of care used to protect its own confidential information.

2.4. Company agrees that it shall disclose Confidential Information to third party only if evaluation of the Purposes is impossible without such disclosure and certifies that such third party, in order to obtain Confidential Information, is bound by the terms and conditions substantially similar to this Agreement. Company agrees that it shall ensure that the third party treats all Confidential Information with a higher degree of care than the one used to protect its own confidential information.

2.5. Except as enumerated in prior provision, Company further agrees that it shall not disclose or publish any Confidential Information to any third party and that it shall use its commercially reasonable efforts to prevent inadvertent disclosure of such Confidential Information to any third party. Company will immediately notify LINE upon discovery of unauthorized disclosure or use of Confidential Information and will cooperate with LINE to regain its Confidential Information.

2.6. Pursuant to Section 2.4, in the event of breach of confidentiality by third party, Company shall be liable for any damages occurred as a result.

3. Exceptions to Obligations

Confidential Information shall not include information which: (a) is or became available to the public through no fault of Company; (b) was obtained in good faith by Company from a third party who was lawfully in possession of such information, not subject to an obligation of confidentiality owed to LINE; (c) was independently developed by Company, without reference to Confidential Information received hereunder and not in breach of this Agreement; (d) was communicated in response to a valid order by a court or other governmental body, or was otherwise required by law, provided Company notifies LINE of such required disclosure sufficiently in advance of the disclosure; (e) LINE's prior consent in writing to the disclosure of the Confidential Information being supplied; or (f) was already within the independent knowledge of Company prior to the disclosure of the Confidential Information pursuant to this Agreement.

4. Return of Property

All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to Company by LINE, and which are designated verbally or in writing to be the property of LINE, shall remain as the property of LINE and shall be returned to LINE within ten (10) business days of request therefore, together with any copies thereof.

5. Disclaimers

Company cannot acquire any license under intellectual property rights of LINE pursuant to this Agreement. The terms of confidentiality under this Agreement shall not be construed to limit LINE's right to independently develop or acquire products.

6. Proprietary Protection

Company acknowledges that unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests that are the subject of this Agreement. If Company breaches its obligations hereunder, LINE may be entitled to seek equitable relief to protect its interests therein, including but not limited to injunctive relief, in addition to any and all other rights and remedies available at law or in equity.

7. Term and Termination

This Agreement shall govern all communications and Confidential Information between the parties that are made and delivered during the period from the Effective Date to the date on which Company receives a written notice from LINE that subsequent communications and/or Confidential Information will not be governed by this Agreement. Company's confidentiality obligation under this Agreement shall survive the termination and/or expiration of this Agreement.

8. Electronic Acceptance

By clicking the "I Accept" button below, Company acknowledges and agrees that it has read, understood, and agreed to be bound by all the terms and conditions of this Agreement. Such electronic action shall have the same legal force and effect as a handwritten signature.

9. General

9.1. This Agreement shall be construed in accordance with laws of the State of New York, without giving effect to principles of conflict of laws. LINE and Company irrevocably submit to the exclusive jurisdiction of any competent federal or state courts located in New York, New York for the purposes of any suit, action or other proceeding arising out of this Agreement.

9.2. Any notice required to be given under this Agreement shall be deemed received upon personal delivery or three (3) days after mailing if sent by registered or certified mail to the addresses of the parties set forth below, or to such other address as either of the parties shall have furnished to the other in writing. All notices to LINE: Jessica Kim (jessica.kim@linefriends.com); 1441 Broadway, #6013, New York, NY 10036. All notices to Company: to the email address or physical address provided by Company during the registration/application process.

9.3. In the event of invalidity of any provision of this Agreement, Company agrees that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agrees to substitute for the invalid provision a valid provision which most closely resembles the intent and economic effect of the invalid provision.

9.4. This Agreement is the complete and exclusive statement of the agreement agreed by Company and supersedes all prior written and oral communications and agreements relating to the subject matter hereof.

9.5. The Company acknowledges and agrees that LINE shall not be obligated to enter into any business or contractual relationship, investment, or transaction with the Company, by virtue of this Agreement.

9.6. By clicking "I Accept", I certify that I am an authorized representative of the Company and agree to be bound by the terms of this Agreement.