EDUQAT SOFTWARE AS A SERVICE AGREEMENT

Last Modified Date: October 25^th, 2023

1. INTERPRETATION

   In this Agreement, unless otherwise specified:

   1. "Website" is https://Eduqat.com.
   2. "Service" are all features on the Website, which are provided by Eduqat for use by User;
   3. "Account" is an account that belongs to User as registered on the Website.
   4. "Subscription Package" is the type and period of Service selected by the User on the Website.
   5. "Service Fee" is the Subscription Package rate stated in the prices section on the Website, as regulated in point III of the Agreement.
   6. "Transaction Fee" is a fee that will be charged if there is a transaction on the User Account, in accordance with the provisions in point III of the Agreement.
   7. "Payment Gateway Fee" is a payment gateway usage fee, which is separate from the Service Fee, as referred to in point III of the Agreement.
   8. "Invoice" is a billing document for payment of Service Fees, as referred to in point III of the Agreement.
   9. "Subscription Period" is the validity period of the Subscription Package.
   10. "Agreement Validity Period" is the validity period of this Agreement, as regulated in point IV of the Agreement.
   11. "Confidential Information" is all information relating to one of the Parties, including but not limited to the details and structure of this Agreement, business activities, financial information or other matters that are not known to the public.
   12. "Force Majeure"are events that occur beyond the will and control of the Parties which can directly affect the implementation of each Party's obligations under this Agreement, namely the occurrence of natural events such as earthquakes, hurricanes, floods, landslides, lightning strikes, volcanic eruptions and other natural disasters, fires, riots, terrorism, sabotage, embargoes and mass strikes, war whether declared or not, local government policies, provisions or State policies that must be obeyed.
   13. "IPR" means Intellectual Property Rights.
   14. Headings and underlining are for convenience only and should not affect the interpretation of this Agreement.
   15. A reference to a person includes that person's successors.
   16. A reference to a section, clause, article, paragraph, paragraph, Party, attachment or addition is a reference to a section, clause, article, paragraph, paragraph, Party, attachment or addition to, this Agreement and any reference in this Agreement including any annexes, appendices and additions;
   17. References to any document (including this Agreement) include references to the document as amended, consolidated, supplemented (addendum), novated or replaced; References to this Agreement are references to this Agreement and any addenda and attachments;
   18. References to this Agreement are references to this Agreement and any addenda and attachments;
   19. References to any law, decision, regulation, instruction or law include any law, decision, decree, regulation, instruction, statement, legal regulation or legal variation, consolidation or replacement thereof, any reference to a law or decision includes all regulations, instructions, statements, procedures and laws issued based on laws or decisions;
   20. References to law include references to any constitutional provisions, treaties, decisions, conventions, laws, regulations, provisions, statements, implementing regulations, articles of association, rulings, court rules, directions in practice, agreements and standards in Indonesia;
   21. References to time refer to Jakarta, Indonesia;
   22. If the time period and date specified are from, after or before a certain day or day of the action or event, then it must be calculated excluding that day.
2. SERVICE
   1. Eduqat provides Service to be used by User in accordance with the Subscription Package chosen by the User.
   2. The User states that the User knows and understands that the User is using a trial version of the Service, which is still under development from time to time. Eduqat has full rights to develop features on the Website.
3. COSTS
   1. User is charged with a Service Fee as stated in the Subscription Package that has been selected by the user.
   2. If the User chooses a Subscription Package that charges Transaction Fee, then the User will be charged with the Transaction Fee as mentioned on the chosen Subscription Package.
   3. Transaction Fee will be deducted directly from the total transaction by the payment gateway system.
   4. Service Fee and/or Transaction Fee do not include Payment Gateway Fee, the payment of which is made in accordance with the provisions of the payment gateway and is a separate provision of this Agreement.
   5. To activate the Subscription Package, the User needs to activate the Subscription Package on the Account and pay the Service Fee according to the amount on the Invoice. The Subscription Package will be active after payment is successfully made by the User.
   6. If there is one reason or another that causes the Invoice not to be sent automatically, then Eduqat will be sending the Invoice manually, maximum within 3 (three) working days from the discovery of problems to the User's e-mail address that registered on the Website, so that payments can be made according to the terms and payment method stated on the Invoice.
   7. Late payment of Service Fee will result in the discontinuance of all and/or part of the Service until payment is made by the User.
   8. If the Subscription Period ends, the Subscription Period will automatically be extended for the same Subscription Period (“Auto Renewal”) and the Invoice will be automatically billed to the User's Account, maximum 7 (seven) calendar days before the end of the Subscription Period. Termination of the Subscription Period can be done by deactivating the Subscription Package on the Account.
   9. If the User wishes to make changes and/or terminate the Subscription Package in the middle of the Subscription Period, then all Service Fees and/or excess fees that have been paid to Eduqat will be returned to the Account balance on a prorated basis. This Account balance can only be used to purchase other subscription packages, and cannot be withdrawn in cash either in whole or in part by the User.
   10. All tax obligations and other costs arising from transactions under this Agreement will be borne by each Party in accordance with applicable provisions.
VALIDITY PERIOD OF THE AGREEMENT

The Agreement will be valid from the Effective Date, until the end of the Subscription Period based on the provisions in point XI of this Agreement. If the Subscription Period is terminated, this Agreement shall automatically be terminated at the same time as the Subscription Period.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

   In this Agreement, Eduqat has the rights and obligations to:

   1. Billing and receiving payment of Service Fee and/or Transaction Fee.
   2. Provide Service for use by User in accordance with this Agreement.
   3. Carry out maintenance if there are problems with the Service.
   4. Have all rights and authorization necessary to grant access and usage rights to the Service.

   In this Agreement, Eduqat has the rights and obligations to:

   In this Agreement, User has the rights and obligations to:

   5. Receive access to use the Service and use the Service according to the features in the Subscription Package that the User has selected.
   6. Make payment of Service Fees and/or Transaction Fee to Eduqat.
   7. Provide all necessary requirements to access the Service at the User's own expense, including but not limited to electronic devices and internet access.
5. CONFIDENTIALITY
   1. Each Party will (and will ensure that each of its advisors and related or affiliated companies will) keep confidential all Confidential Information belonging to the other Party. The Partiesare obliged to ensure that Confidential Information from the other Party will only be provided to service providers, employees and intermediaries who may need the Confidential Information in order to carry out their duties properly.
   2. The Parties (except with written consent from the Parties) will also not use or divulge Confidential Information to anyone or to any entity.
   3. The obligation to keep Confidential Information confidential does not apply if:
      1. Confidential Information becomes available to the general public where such availability is not due to a breach of obligations under point VI of this Agreement by either Party.
      2. Disclosure of Confidential Information is necessary so that each Party can exercise its rights under this Agreement, after obtaining written consent from the Party providing the Confidential Information.
      3. Confidential Information is ordered to be disclosed to fulfill orders from a court or other authorized government body based on applicable laws and regulations. In this case, the Party requested to disclose Confidential Information must, to the extent permitted by law and regulations: (a) notify the other Party of the request before the Confidential Information is disclosed and (b) cooperate with the other Party regarding the timing and the content of such announcement or disclosure or any action that the other Party may reasonably choose to refuse the disclosure order.
      4. Confidential Information is disclosed on a strictly confidential basis by each Party to its advisors, auditors, professional consultants or shareholders.
      5. Has been known to the Parties from other third Parties before being disclosed for the purposes of this Agreement.
      6. Obtained by the Parties from sources that legally possess the Confidential Information and disclosed to the Parties as non-confidential matters without violating their confidentiality obligations.
      7. Owned by a source other than the Party and used by the Parties based on permission from the other source.
   4. The obligations regulated under this point are valid for up to 1 (one) year from the end of the Agreement.
6. FORCE MAJEURE
   1. In the event of a Force Majeure, the Party experiencing the Force Majeure is obliged to notify in writing about the occurrence of the Force Majeure to the other Party no later than 3 (three) working days from the occurrence of the Force Majeure and must make a re-plan for the implementation of its pending obligations and is accompanied by a time limit for implementation which is no more than 14 (fourteen) working days after the end of the Force Majeure.
   2. Failure by either Party to notify the other Party of the occurrence of Force Majeure in accordance with paragraph (1) above will result in the Force Majeure not being deemed to have occurred and the Parties are therefore still obliged to carry out their obligations under this Agreement without delay.
7. REPRESENTATIONS AND WARRANTIES
   1. Each Party represents and warrants that the Parties agreeing to this Agreement are legal Parties and have the authority to agree to this Agreement so that this agreement is valid and in full force and effect.
   2. The User represents and warrants that they will only use the Service in accordance with the provisions of the Agreement.
   3. User understands and agrees that the payment gateway system is an automated system for processing payment for transaction and has a separate relationship with Eduqat. All actions taken by the User in the payment gateway system (including but not limited to the type of payment gateway service used by the User does not involve and cannot be controlled by Eduqat, and therefore the User hereby releases Eduqat from all risks arising from the use of the payment gateway system.
   4. The User represents and warrants that he has taken all actions and obtained the necessary permissions to fulfill his obligations in this Agreement.
   5. Each Partyrepresents and warrants that at the time of signing this Agreement there are no pending lawsuits, filings or lawsuits that could materially affect the Parties' ability to carry out their obligations under this Agreement and/or affect the validity of the Agreement.
   6. Neither delivery nor performance of this Agreement will conflict with or violate any agreement, license, contract, instrument, commitment or other arrangement to which either Party is a Party or bound.
   7. The User represents and warrants that the user has obtained permission and authority to display and/or trade content uploaded to the Website.
   8. User understand that Eduqat is only a Service provider. Eduqat does not participate in content creation or any design and decision making made by User when using the Service. Therefore, Eduqat is not responsible for any disputes, claims, losses, injuries or damages that may arise from or relate to User actions.
   9. Eduqatprovides the Service 'as is', without any warranties either expressed or implied to the User. If there are recommendations or suggestions in the Service system, the User will be fully responsible for all decisions made regarding the recommendation or suggestion, and the User acknowledges and agrees that Eduqat has no obligation to make compensation or replacement if loss or damage occurs due to the decision from User, which is caused by recommendations or suggestions from Eduqat.
   10. The Parties declare and guarantee not to violate third Party property rights, violate moral norms, and violate applicable regulations or laws, including but not limited to violations of IPR laws in the use of the Service. If in the future there is a violation thereof, the Party hereby releases the other Party from all costs, demands or compensation that will arise in the future from third Parties in connection with the violation.
   11. The User declare that they will not transfer, sell, sub-license, and/or share their Account with other third Parties.
   12. User are responsible for the confidentiality of theirAccount. All losses resulting from Account misuse caused by leakage of User Account information are the responsibility of theUser, and Eduqathereby releases from all responsibility for such leaks.
   13. The Parties agree that the use of the Service and the provisions of this Agreement are binding for transactions and activities using the Service in the territory of the Republic of Indonesia.
   14. The User acknowledge and agree that Eduqat can make changes to the terms and conditions of this Agreement at any time.The User are required to check this agreement from time to time to ensure that they are aware of the latest version of this agreement.
INDEMNITY

The Parties will indemnify, defend and hold harmless the otherParty, its affiliates and all of its officers, directors, employees and agents (hereinafter “Indemnity”), from and against all damages (including, without limitation, damages for injury to property or persons and incidental and consequential damages), losses, deficiencies, liabilities, judgments, costs and expenses (including without limitation, reasonable attorneys' fees) incurred by, asserted against or suffered by Indemnity as a result of or arising out of or in connection with such Party's negligence, willful conduct, or breach of its obligations or warranties under this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS
   1. Parties are prohibited from using IPR from other Parties in this Agreement, including but not limited to trademarks, names or logos of other Parties that have not been and/or have been registered with the Directorate General of IPR without prior written approval from the Party owning the IPR the.
   2. The User hereby allows Eduqatto use the User's brand logo to be displayed on the list of Eduqat users in presentation, market research report, Website, or any other document.
   3. The Parties remain the owners of the IPR they own, no transfer of IPR will occur as a result of this Agreement.
9. TERMINATION OF THE AGREEMENT
   1. The Agreement and Subscription Period will be terminated by:
      1. the end of the Subscription Period and no renewal by the User, by terminating the Subscription Package in the Account a maximum of 30 (thirty) calendar days before the end of the Subscription Period.
      2. termination of the Subscription Package by the User in the middle of the Subscription Period or terminated unilaterally by Eduqat with written notice to the other Party no later than 30 (thirty) calendar days before the effective date of termination.
   2. The Subscription Period and Agreement automatically end by:
      1. Deletion and/or deactivation of the User's Account on the Website permanently, either by the User or Eduqat.
      2. One of the Parties is declared bankrupt by a competent court decision
      3. One of the Parties is liquidated, dissolved, and/or its operations are stopped by the authorized institution.
      4. It is proven that there has been a violation of the law by one of the Parties which causes that Party to be unable to carry out its obligations under the Agreement.
   3. The termination of the Agreement does not eliminate the obligation of each Party to complete its obligations which have arisen before the Termination or in other words each Party remains responsible for completing all its obligations under the contents of this Agreement which have arisen before the Termination, including but not limited to the obligation to complete payment of Invoices that have been billed to User.
   4. In terminating the Agreement, the Parties agree to waive the provisions in Article 1266 of the Indonesia Civil Code.
10. APPLICABLE LAW
    1. This agreement is subject to the provisions of the laws of the Republic of Indonesia.
    2. If a dispute or controversy arises, the Parties must try to resolve it peacefully and in good faith through deliberation.
    3. For any dispute that arises from this Agreement and cannot be resolved by deliberation within 30 (thirty) calendar days from the occurrence of the dispute, the Partiesagree to resolve it through the Indonesian National Arbitration Board ("BANI") and held in Jakarta, Indonesia , in accordance with BANI regulations using 3 (three) arbitrators appointed in accordance with these regulations, using Indonesian whose decisions are binding on both Parties to the dispute as first and final level decisions.
    4. The BANI in question is the Indonesian National Arbitration Board which was established on November 30 1977 based on Chamber of Commerce and Industry Decree No. SKEP/152/DPH/1977 which at the time of making these Terms of Use had an office in Jakarta with an address at Jl. Mampang Prapatan No. 2, Jakarta 12760 or known as BANI Mampang, or another body referred to as the Indonesian National Arbitration Board which is decided by the competent authority in a final and binding decision regarding the validity and position of BANI.
11. MISCELLANEOUS
    1. This Agreement constitutes the entire understanding between the Parties, and it is understood and agreed that this Agreement supersedes previous oral and written agreements and understandings regarding the subject of this Agreement, and that all previous promises, negotiations and agreements between the Parties have been incorporated into this Agreement.
    2. If any provision of this Agreement is invalid, illegal or unenforceable, then the other provisions of this Agreement shall remain in full force and effect and this Agreement shall be interpreted in all respects as if the invalid, illegal or unenforceable provision such action is omitted or does not become part of this Agreement, except in the case of such action changing the entirety of this Agreement.
    3. This agreement will not end due to a change of director, change in shareholder composition, ownership, merger, consolidation or change in legal entity status, but must be fulfilled properly by the successor entity(ies) of each Party.
    4. The Agreement can only be changed by written agreement signed by theParties.
    5. This Agreement is made in Indonesian and English, if there is a difference between the two versions, the Indonesian version will prevail.
    6. All attachments mentioned in this Agreement or additional agreements that will be made later by the Parties are an inseparable part of this Agreement.