MTA Terms & Conditions

This Agreement ("Agreement") is made on the date mentioned in the agreement (the "Effective Date") by and between the CLIENT mentioned in the applicable Scope of Work (SOW), a company duly organized under the laws of the TERRITORY mentioned in the applicable SOW, having its principal address at the ADDRESS mentioned in the applicable SOW ("Client") and Mehulinta Teknologi Analitik, a private limited liability company duly organized under the laws of Indonesia, having its principal business address at Artha Graha Tower, 26 Floor (SCBD) Unit 2601, South Jakarta, 12190, and tech hub at The Sadhana Office Space, Lavionda No.Raya 31 blok I.5, RW.7, Serpong, South Tangerang, 15321 ("MTA"). Client and MTA are hereinafter collectively referred to as the "Parties" and each individually as a "Party." Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Section 11. In consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and MTA hereby agree as follows:

1. Services; Responsibilities

a. MTA shall perform and provide services as further set forth in the applicable SOWs executed by the Parties from time to time (the "Services").

b. Client acknowledges that the Services may require the reasonable cooperation of Client, as may be set forth in the applicable SOW and as may otherwise be requested by MTA from time to time. Where action by Client is required under an SOW and/or by any provision of this Agreement, such action shall not be unreasonably delayed or withheld, and Client acknowledges that any delay or failure by Client to provide the same may impact MTA's ability to perform the Services, which may impact the results of such Services. For clarity, MTA shall have no liability to Client as a result of any such delay or failure by Client.

2. Proprietary Rights

a. Subject to the terms of this Agreement, all Intellectual Property Rights in and to MTA Materials shall remain the exclusive property of MTA. MTA hereby grants to Client a non-exclusive, non-transferable, revocable license to use the MTA Materials solely in connection with Client's internal business operations and solely during the Term.

b. Subject to the terms of this Agreement, all Intellectual Property Rights in and to Client Materials and Client Data shall remain the exclusive property of Client. Client hereby grants to MTA a non-exclusive, non-transferable license to Process the Client Materials and Client Data solely as necessary for MTA to perform the Services during the Term.

c. MTA shall retain all rights, title and interest in and to any General Knowledge acquired by MTA during the provision of the Services, and Client acknowledges that such General Knowledge may be used by MTA in the performance of services for other clients.

3. Fees

a. Client shall pay MTA the fees in accordance with the fee schedule set forth in the applicable SOW (the "Fees"). Unless otherwise expressly stated in an applicable SOW, MTA shall invoice Client monthly for the Fees. Client shall pay all invoices in full within thirty (30) days of the date of such invoice.

b. All payments to be made by Client under this Agreement shall be made free and clear of and without any deduction unless Client is required to make a deduction, in which case the sum payable shall be increased to the extent necessary to ensure that MTA receives a sum net of any deduction or withholding equal to the sum which it would have received had no such deduction been made.

c. Any invoice remaining unpaid for more than thirty (30) days from the date of the invoice will accrue interest at a rate of one percent (1%) for each late day calculated based on the amount due in such invoice ("Late Fee"). In the event that the Client did not pay the invoice for more than ninety (90) days, MTA shall have the right to terminate this Agreement and all payment shall be declared due and payable including the Late Fee.

4. Data Protection and Confidentiality

a. Each Party acknowledges that it may have access to certain Confidential Information of the other Party. Each Party agrees to: (i) hold and maintain the other Party's Confidential Information in strict confidence; (ii) not disclose such Confidential Information to third parties without the prior written consent of the disclosing Party; and (iii) use such Confidential Information solely for the purposes of this Agreement.

b. The obligations set forth in this Section 4 shall survive termination of this Agreement for a period of five (5) years.

5. Indemnification

a. Client shall defend, indemnify and hold harmless MTA and its officers, directors, employees, agents and Representatives from and against any and all third party claims, demands, losses, costs, expenses, damages, liabilities, judgments and settlements (including reasonable attorneys' fees and costs) ("Claims") arising out of or resulting from: (i) Client's breach of this Agreement; (ii) Client's violation of Applicable Law; or (iii) any allegation that the Client Materials or Client Data infringe any third party Intellectual Property Rights.

b. MTA shall defend, indemnify and hold harmless Client and its officers, directors, employees, agents and Representatives from and against any and all Claims arising out of or resulting from: (i) MTA's breach of this Agreement; (ii) MTA's violation of Applicable Law; or (iii) any allegation that the MTA Materials infringe any third party Intellectual Property Rights.

6. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Term and Termination

a. This Agreement shall commence on the Effective Date and shall continue for the period specified in the applicable SOW, unless earlier terminated in accordance with the terms hereof (the "Term").

b. Either Party may terminate this Agreement: (i) immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; or (ii) immediately upon written notice if the other Party becomes insolvent or files for bankruptcy.

8. Dispute Resolution

a. Any dispute, controversy or claim arising out of or relating to this Agreement ("Dispute") shall be resolved through binding arbitration administered by the Indonesian Arbitration Board (BANI) in accordance with its Commercial Arbitration Rules.

b. The seat of arbitration shall be Jakarta, Indonesia, and the language of the arbitration shall be English.

9. General Provisions

a. This Agreement shall be governed by and construed in accordance with the laws of Indonesia.

b. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations or agreements relating to the subject matter hereof.

c. Any notices required or permitted under this Agreement shall be in writing and delivered to the contact person designated by each Party ("Contact Person").

10. Contact Information

For MTA, the Contact Person is:

Name: Alex Ginting
Email: alex.ginting@mta.tech
Phone: 0877 7081 8009
Business Address: Artha Graha Tower, 26 Floor (SCBD) Unit 2601, South Jakarta, 12190
Tech Hub: The Sadhana Office Space, Lavionda No.Raya 31 blok I.5, RW.7, Serpong, South Tangerang, 15321

11. Definitions

a. "Applicable Law" means any and all applicable laws, regulations, administrative decrees, binding government policies, statutes or treaties issued by any Relevant Authorities.

b. "Client Data" means data from the Client's database, customer information, analytics data, and any other raw data provided to MTA hereunder, as further described in an applicable SOW. Client Data is Client's Confidential Information.

c. "Client Materials" means any pre-existing or independently developed materials owned or licensed by Client, including without limitation any data, specifications, or criteria submitted by Client to MTA in support of MTA's provision of the Services.

d. "Confidential Information" means any and all information or material of a Party which is provided to the other Party, or to which the other Party has access, that: (i) is confidential or proprietary to the disclosing Party, which derives economic value from not being generally known or is the subject of reasonable efforts by the disclosing Party to maintain its secrecy; (ii) would, given the nature of the information or circumstances of disclosure, reasonably be considered confidential or proprietary; or (iii) the disclosing Party obtains from any third party which the disclosing Party treats as proprietary, whether or not owned by the disclosing Party.

e. "General Knowledge" means general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired by MTA during its provision of the Services hereunder.

f. "Intellectual Property Rights" means any and all patents, copyrights, trade secrets, trademarks and other proprietary or intellectual property rights recognized in any jurisdiction worldwide, including without limitation moral rights.

g. "MTA Materials" means any and all information and materials and associated Intellectual Property Rights provided by or on behalf of MTA to Client hereunder in connection with MTA's performance of the Services.

h. "Process" (including derivations thereof) means access, use, host, copy, modify, perform, display, reproduce, manage, analyze, prepare derivative works of.

i. "Relevant Authorities" means any ministry, department, office, commission, agency, board of any government regulatory authority with jurisdiction over a Party.

j. "Services" has the meaning set forth in Section 1(a).

k. "Statement of Work" or "SOW" means the mutually agreed upon statement of work for Services signed by authorized Representatives of both Parties, each of which will incorporate the terms and conditions of this Agreement and be deemed to be a part of this Agreement.

Effective Date: October 8, 2024

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Business Office

Artha Graha Tower, 26 Floor (SCBD) Unit 2601, South Jakarta, 12190

Call Us

0877 7081 8009

Tech Hub

The Sadhana Office Space, Lavionda No.Raya 31 blok I.5, RW.7, Serpong, South Tangerang, 15321

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