Terms of Service

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KOLABO TERMS OF SERVICE

PT KOLABO MITRA INDONESIA, hereinafter referred to as “Kolabo”, a corporation established and existing under the laws of the Republic of Indonesia, having its registered office at Jl. Kemang Raya No 15, Jakarta Selatan, Indonesia, offers digital marketing services, including website creation and hosting, and provision of managed digital marketing services, consulting support and training.

The undersigning client, hereinafter referred to as “the Client”, wishes to market their products or services using the Kolabo platform and marketing program and agrees to the terms and conditions set forth below.

(Kolabo and the Client hereinafter also shall be referred to as “Party” individually and “Parties” collectively.)

DEFINITIONS

Agreement means Kolabo subscription form and these terms and conditions.

Content means any content displayed on the Website or other digital medium, including but not limited to the Website’s look, data, information, text, graphics, images, sound or video materials, photographs, designs, trademarks, trade names and URLs.

Kolabo platform means any software that serves as a means to hold the data, information and photos about the Client and the products/services being marketed on the Internet with the Website. The Kolabo platform includes technology, source code and display of the Website.

Website software, hosting and connectivity/bandwidth that are required to deliver the Client’s Content online and optimized for both desktop and mobile based device browsers with the functionality and capacity as specified and described in Kolabo Offering Materials at the signing of this Agreement; the Website will be created and be accessible through a domain agreed to by Kolabo and the Client after signing of the Agreement.

1. THE SERVICES

a. Kolabo may provide one or more of the following services (“Services”) to the Client:

i. Collection of the Client’s business information and data for use in the creation process of the Client’s Website;

ii. Assisting the Client to populate and customize the Website based on the Client’s preferences and needs and based on available functionality of the Kolabo platform;

iii. Provision of training or consultative support for utilizing the Website and its marketing tools;

iv. Provision of technical support and trouble shooting of the Website during Kolabo operational hours.

b. Kolabo may, at its sole discretion and without notice to the Client, delegate or assign the performance of any of the Services (in whole or in part) to its affiliate or any third party who will be the representative(s) of Kolabo.
c. The Client undertakes to Kolabo that they shall:

i. work and cooperate with Kolabo and/or its representative(s) to gather or provide business information and data for the creation process of Website;

ii. work and cooperate with Kolabo and/or its representative(s) to customize the Website and its content;

iii. participate in any training organized by and work with Kolabo and/or its representative(s) to learn online marketing best practices;

iv. allow Kolabo and/or its representative(s), for documentation purpose, to photograph (including printing and reproducing the photos) the Client’s place of business, products, services and personnel to be used for the benefit of the Client on their Website.

2. TERM & TERMINATION

a. The term of this Agreement starts from the date of its signing by the Client to the expiry of the Services in the first year. The first year of the Services may be more than one (1) year due to extra time for the collection, processing and creation of the Website. Upon expiry of the first year of the Services, this Agreement shall automatically be renewed for one (1) year. Current commercial rates at the time of the renewal shall apply in the renewed Agreement.

b. Each Party reserves the right to terminate this Agreement unilaterally prior to the expiry of the term of the Agreement by giving three (3) months’ prior notice to the other Party.

c. In the event of termination by the Client at any time, the Client shall forfeit any pre-paid fees or charges. Upon termination by the Client, Kolabo is entitled to remove the Website and all of its content from service. Any reactivation of service will require the Client to pay a reactivation fee of Rp 150,000.

d. Kolabo may immediately terminate this Agreement if it ceases to offer the class of service for which the Client has subscribed. In such an event, the Client’s exclusive remedy is expressly limited to a credit of the amount of paid fees applied to another class of Kolabo service.

e. For the purpose of termination of this Agreement, the Parties agree to waive the provisions of Articles 1266 and 1267 of the Indonesian Civil Code to the extent a judicial order is required for the cancellation or early termination of this Agreement.

3. LICENSE TO USE WEBSITE AND SERVICES

a. Subject to the Client’s compliance with the terms of this Agreement and payment of any applicable fees, Kolabo grants the Client a limited, non-transferable license, strictly to market their products and/or services through the Website and Kolabo marketing programs.

b. All rights not expressly granted herein to the Client are reserved and retained by Kolabo or its representative(s).

c. No Kolabo Service, nor any part thereof, may be reproduced, duplicated, copied, or otherwise exploited for display on any website or other digital medium with other similar service providers without express written consent of Kolabo.

4. PRICING & PAYMENT

In consideration of its Services performed hereunder, Kolabo is entitled to payment of the following fees:

a. A one-time fee of Rp 300,000 (incl. VAT) for the initial Website setup, which shall be payable by the Client upon signing of this Agreement;

b. A monthly fee of Rp 250,000 (incl. VAT), which shall be payable by the Client as an advance of service on a monthly basis starting from the date of signing this Agreement.

c. For clients who sign up and pay in advance for 6 or 12 months of service, Kolabo will offer a discount or promotional rate which is subject to change from time to time.

5. RESTRICTIONS ON WEBSITE USE

a. The Client shall use the Website solely for the purpose of marketing their products and/or services.

b. The Client shall not use the Website to publish, upload, send, cause to be accessible and/or otherwise communicate any Content that is unlawful or is in conflict with the public morality and order or infringes any intellectual property or other right of any person or entity.

c. The Client agrees and acknowledges that Kolabo shall be entitled to delete, remove and/or edit any Content deemed by Kolabo to be objectionable on any of the foregoing grounds set out above in its sole discretion without prior notice.

6. DISCLAIMER

a. Kolabo and its parents, subsidiaries, affiliates, clients, vendors, officers and employees are not responsible or liable for any consequences, claims, liability, loss or damage (howsoever arising) relating directly or indirectly to any use, reliance, action or inaction by the Client based on information, services or other material on or available through the Website, including consequential damages. For the purpose of this paragraph, “consequential damages” means all indirect, incidental or consequential losses or damages including, without limitation, punitive and exemplary damages, and loss of earnings or profits.

b. Kolabo does not guarantee certain business outcomes as a result of provided digital marketing services and the Client Website.

c. Kolabo shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Kolabo’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).

7. INDEMNITY

The Client will indemnify and hold harmless Kolabo, its parents, subsidiaries, affiliates, clients, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys’ fees and cost) from any claim or demand made by any third party due to or arising out of the Client’s use of the Services, violation of any of the terms of this Agreement, or infringement of any intellectual property or other right of any person or entity.

8. INTELLECTUAL PROPERTY RIGHTS

a. All right, title and interest in and to any part or all of Content created by Kolabo on behalf of the Client is owned by Kolabo or its third party licensors (Kolabo’s IP Rights). Upon termination of this Agreement Kolabo reserves the right to transfer Kolabo’s IP Rights to the Client for a fee to be agreed upon for the transfer based on current market rates at the time.

b. The Client may not (and may not knowingly allow any third party to) copy or take any action to discover any source code of the Website or any Content available through the Website.

9. OTHER PROVISIONS

a. The Client’s use of the Website is subject to these terms and conditions, any privacy policy and any additional Kolabo or Website policies, guidelines, rules and legal terms updated from time to time by Kolabo. The privacy policy and all such additional policies, guidelines, rules and legal terms form an inseparable part of these terms and conditions.

10. COMPLIANCE WITH LAWS

a. The Client shall comply with all laws applicable to the Client’s use of the Website and Kolabo Services.

11. APPLICABLE LAW & DISPUTE RESOLUTION

a. This Agreement is governed by and construed in accordance with the laws of the Republic of Indonesia.

b. The Parties submit any dispute arising out of or relating to this Agreement to the non-exclusive jurisdiction of the Central Jakarta District Court in Indonesia.