LEGAL AGREEMENT

Terms of Service

Please read these Terms of Service carefully before using Nautix Port Community System. By accessing or using our services, you agree to be bound by these terms.

Effective Date
January 15, 2024
Governing Law
Republic of Indonesia
Active Agreement Last Updated: Jan 15, 2024
1

Agreement to Terms

1.1 Acceptance

These Terms of Service ("Terms") govern your access to and use of Nautix Port Community System ("Service") provided by PT. Delapan Media Investama ("Company", "we", "us", or "our"). By accessing or using the Service, you ("Customer", "you", or "your") agree to be bound by these Terms.

1.2 Legal Capacity

You represent that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1.3 Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes via email or through the Service. Your continued use of the Service after such changes constitutes your acceptance of the modified Terms.

Important: Material Changes Notice

For material changes that adversely affect your rights, we will provide at least 30 days' notice. If you do not agree with the changes, you may terminate your account within the notice period.

2

Definitions

For the purposes of these Terms, the following definitions apply:

"Service"

Refers to Nautix Port Community System, including all software, applications, platforms, APIs, documentation, and related services provided by the Company.

"Customer Data"

All data, information, and content uploaded, submitted, or transmitted by Customer through the Service, including but not limited to port operations data, vessel information, cargo details, and user information.

"Intellectual Property Rights"

All patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights, whether registered or unregistered.

"SLA"

Service Level Agreement specifying the performance standards and uptime guarantees for the Service.

"Subscription Term"

The period during which Customer is authorized to access and use the Service pursuant to these Terms.

3

Services Description

3.1 Service Overview

Nautix Port Community System is an integrated maritime technology platform designed to optimize port operations, vessel management, cargo handling, and logistics coordination. The Service includes but is not limited to:

  • Vessel tracking and monitoring
  • Port operations management
  • Equipment and asset management
  • Documentation and compliance
  • Analytics and reporting
  • IoT integration and monitoring

3.2 Service Level Agreement

The Service includes a Service Level Agreement (SLA) that guarantees:

Metric Commitment Remedy
Uptime 99.9% monthly Service credit
Response Time < 15 minutes (P1) Escalation
Support Availability 24/7/365 Alternative contact
Data Backup Daily incremental Restore within 4h

3.3 Updates and Enhancements

We continuously improve the Service and may provide updates, enhancements, or new features. Updates that materially affect functionality will be communicated in advance.

4

Registration & Account

4.1 Account Creation

To access the Service, you must register for an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials.

4.2 Account Security

You are responsible for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other security breach.

Security Requirements

We recommend enabling multi-factor authentication, using strong passwords, and regularly updating credentials. The Company is not liable for losses resulting from compromised account credentials.

4.3 User Authorization

You may authorize employees and contractors to access the Service on your behalf. You are responsible for ensuring that all users comply with these Terms.

5

Access & License

5.1 Grant of License

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, limited license to access and use the Service during the Subscription Term for your internal business operations.

5.2 Restrictions

You shall not:

a. Copy, modify, or create derivative works of the Service

b. Reverse engineer, decompile, or disassemble the Service

c. Use the Service for time-sharing or service bureau purposes

d. Remove any proprietary notices or labels

e. Use the Service in violation of applicable laws or regulations

5.3 API Usage

If we provide API access, you may use the APIs solely to integrate with the Service. API usage is subject to rate limits and other restrictions specified in the documentation.

6

Fees & Payment

6.1 Fees

You agree to pay all fees specified in the applicable order form or pricing plan. Fees are based on services purchased and not actual usage.

6.2 Payment Terms

All fees are payable in advance unless otherwise specified. Invoices are due within 30 days of invoice date. Late payments may be subject to interest at 1.5% per month or the maximum rate permitted by law.

6.3 Taxes

Fees are exclusive of taxes. You are responsible for paying all taxes, duties, and similar governmental assessments associated with your use of the Service.

6.4 Price Changes

We may change prices with 60 days' notice. Price changes will not apply to existing subscriptions until renewal.

7

Data Ownership & Usage

7.1 Customer Data Ownership

You retain all right, title, and interest in and to your Customer Data. You grant us a limited license to use, process, and store Customer Data solely to provide and improve the Service.

7.2 Data Processing

We process Customer Data in accordance with our Privacy Policy and applicable data protection laws. We implement appropriate technical and organizational measures to protect Customer Data.

7.3 Aggregated Data

We may create aggregated, anonymized data that does not identify you or your end users. We may use such aggregated data for analytics, benchmarking, and service improvement.

Data Export & Portability

Upon request, we will provide you with a copy of your Customer Data in a standard format. Data export functionality is available through the Service dashboard.

8

Confidentiality

8.1 Definition

"Confidential Information" means all non-public information disclosed by one party to the other, including business plans, technical information, and Customer Data.

8.2 Obligations

Each party agrees to protect Confidential Information with the same degree of care as its own confidential information, but no less than reasonable care.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available, (b) was rightfully known to the receiving party before disclosure, or (c) is independently developed without reference to Confidential Information.

9

Warranties & Disclaimers

9.1 Service Warranty

We warrant that the Service will perform materially in accordance with the documentation. If the Service fails to meet this warranty, we will use commercially reasonable efforts to correct the deficiency.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.3 Third-Party Services

The Service may integrate with third-party services. We are not responsible for the availability, accuracy, or functionality of such third-party services.

10

Limitation of Liability

10.1 Exclusion

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION.

10.2 Cap on Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

The limitations in this section do not apply to: (a) breach of confidentiality obligations, (b) infringement of intellectual property rights, or (c) liability that cannot be limited under applicable law.

11

Indemnification

11.1 By Company

We will defend you against any third-party claim that the Service infringes any intellectual property right, and pay any damages finally awarded, provided you promptly notify us of the claim and cooperate with our defense.

11.2 By Customer

You will defend us against any third-party claim arising from: (a) your use of the Service in violation of these Terms, (b) your Customer Data, or (c) your breach of applicable laws.

12

Termination

12.1 Term

These Terms remain in effect until terminated. The Subscription Term is as specified in the applicable order form, typically 12 months with automatic renewal unless terminated.

12.2 Termination for Cause

Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

12.3 Effect of Termination

Upon termination, your right to access the Service ceases. We will retain Customer Data for 30 days after termination, after which it will be deleted unless retention is required by law.

13

Dispute Resolution

13.1 Negotiation

Parties shall attempt to resolve disputes through good faith negotiation for at least 30 days before initiating any formal proceeding.

13.2 Mediation

If negotiation fails, parties shall submit the dispute to mediation under the rules of the Indonesian National Arbitration Board (BANI).

13.3 Arbitration

If mediation fails, disputes shall be finally settled by arbitration in Jakarta, Indonesia, in accordance with BANI rules. The arbitration shall be conducted in English.

14

Governing Law

14.1 Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to its conflict of law principles.

14.2 Jurisdiction

The courts of Jakarta, Indonesia shall have exclusive jurisdiction over any disputes not subject to arbitration under these Terms.

15

Miscellaneous

15.1 Entire Agreement

These Terms, together with any order forms and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements.

15.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

15.4 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, or government actions.

15.5 Notices

Notices shall be in writing and delivered via email or registered mail. Notices to the Company shall be sent to legal@8media.id.

16

Contact Information

Legal Department

Legal Correspondence

+62 813 8220 3380
+62 21 1234 5678

Registered Office

PT. Delapan Media Investama
18 Office Park Lt 25 Suite A2,
Jalan TB. Simatupang KAV 18,
Jakarta Selatan, Indonesia 12560

Agreement Execution

For signed agreements: contracts@8media.id

For partnership inquiries: partnerships@8media.id

For urgent legal matters: +62 813 1316 9999

Legal office hours: Monday - Friday, 9:00 AM - 5:00 PM WIB

Acceptance of Terms

By using Nautix Port Community System, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last Acknowledged
Upon Service Access
Version
3.0
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