SUBLICENSE AGREEMENT

1.1. This document (hereinafter referred to “Agreement”) defines the procedure for granting the right to use the database of the TUDA service (hereinafter referred to as the “Service”) the right to use the database containing requests of Customer, which contains up-to-date and real time information on existing demand for passenger transportation and luggage by motorcycle and/or cars, delivery of goods, food, cargo operations (hereinafter referred to as “Database”).

1.2. Unless stated otherwise in the Agreement between the parties, this Agreement is a combination of several agreements, which is also available in electronic form on the Internet website at https://tu-da.com/ (hereinafter referred to “TUDA website”). Individual person who has completed the registration procedure described in the Agreement will be considered accepting this Agreement, which equivalent to the term of “agreement/contract” according to the civil law that prevails in the Indonesia or Philippines . 

1.3. Before passing the registration procedure, carefully read the text of the Agreement and its appendices. In case of disagreement with any terms in the Agreement and/or its appendices, you must refuse to use the database.

1.4. This agreement is a sublicense contract and the provisions established by the Laws of Republic of Indonesia shall bind.

1.5. The procedure for using the database of the Service, posted in electronic form on the website of the Service, is an integral part of the agreement.

2.1. In accordance with the terms of this Agreement, the Service shall grant the Partner the right to use the database containing up-to-date information on the existing demand for passenger and luggage transportation services, freight transportation services, delivery of goods, loading and unloading operations and other services provided by Partners of the Service under the terms of a simple (non-exclusive) license, in the manner established in the agreement. The Partner undertakes to pay remuneration to the Service in the manner and in the amount established in the Agreement or its appendices.

2.2. For the purpose of this agreement the database means an organized structure constituting a set of materials, hardware, software, and firmware, as well as the methods and algorithms (program code) ensuring interaction of the database elements, and intended to systematize, store, process, transform the materials in accordance with the database algorithms. The database materials can be accessed through the Authorized mobile application.

2.3. Collection, storage, systematization of information, creation of the Database by the Service, as well as legal relationship between the Partner and the Service with respect to the provision of access to the database shall be carried out in accordance with the provisions of the Law of Republic Indonesia  specifically about Information and Technologies including Privacy Law”.

2.5. The information on the Database can be accessed by the Partner anytime at his/her discretion.

2.6. The database includes the following materials:

2.6.1. up-to-date information on the existing demand for passenger transportation services;

2.6.2. up-to-date information on the existing demand for freight and luggage transportation services;

2.6.3. up-to-date information on the existing demand for cargo services;

2.7. Details on the database about the existing demand for the services specified in Clause 2.6. have the following characteristics:

- Service type

- service commencement address;

- vehicle category;

- service completion address;

- trip destination address or trip distance;

- estimated trip cost and/or service applicable fare;

- contact details of the person who has placed the order.

2.8. The territory where the rights to use the Database according to the Agreement is in the territory of Republic of Indonesia.

2.9. The database is accessed through the authorized mobile application.

3.1. In order to gain access to the database, it is necessary to complete registration on the website of the Service independently with the use of the Internet or at the location of the Tuda Service office.

3.2. Registration on the website of the Service is - full and unconditional to the terms of this Agreement.

3.3. Registration is carried out by filling in a specific form on the website of the Service. During the registration process, the Service may require you to provide documents confirming the reliability of the specified information.

3.4. Registration is full discretion of the Service. The provision of the documents and information necessary for registration shall not entail the unconditional obligation of the Service to complete the registration procedure.

3.5. The registration procedure is completed by assigning the user identification number (login) and password required for authorized access to the database. The user identification number (login) and password are sent by the Service to the mobile phone number specified during the registration process.

3.6. Personal data and documents required by the Service during the registration process are necessary only for the purpose of verifying the accuracy of information provided and not saved by the Service after the registration procedure is completed.

3.7. The Service will saved and uses the following data about persons registered on the website of the Service, data saved is not considered to be personal, such:

3.7.1. Username. The name of an individual is specified as the username in accordance with the data specified in the identity document (without specifying the last name and patronymic). In case a name from any national language is hard to pronounce or spell in Russian transliteration, the Russian analogue used by a person in the territory of the Russian Federation may be specified as a name;

3.7.2. User identification number (login);

3.7.3. Make, color and numeric part of the license plate number of a vehicle;

3.7.4. Mobile phone number specified during registration.

3.8. By registering on the website of the Service, the Partner expresses his/her consent to receive information messages, as well as promotional information by any means, including via telephone communications, messages through instant messengers (including messages received via Viber, WhatsApp, Telegram and similar messengers) for the purpose and in cases, where the need for such consent is provided for by the current advertising legislation.

3.9. By registering on the website of the Service, the Partner, agreed to give permission to the Service to publish and further use his/her image (photograph) to provide the Customer with the information about the driver of the vehicle assigned for the order fulfillment.

4.1. The Partner are willing to pay the Service the remuneration for granting the rights to use the Database in the amount and on the terms set forth in the procedure for using the Database.

5.1. The Service hereby guarantees that:

5.1.1. Obtain The Service has sufficient rights to fulfill its obligations based on this Agreement;

5.1.2. The Service performance of this Agreement by the Parties will not cause violation of any third parties intellectual rights;

5.1.3. is the Service not entitle to any contract that can prevent the Partner from using the database on the terms set forth in this Agreement;

5.1.4. iThe Service not performed nor will perform any actions that cause making it impossible for the Partner to use the Database on conditions set forth in this Agreement.

6.1. The Partner may use the Database as follows:

6.1.1. retrieval of information from the database and use of the specified information in his/her activity, including the provision of access to the specified information to third parties (his/her employees, contractors, etc.)

6.1.2. full or partial reproduction in any form and by any means;

6.1.3. modification, including the translation of the database from one language into another.

7.1. The Service shall be entitled to:

7.1.1. Oblige the Partner to use the database in good manner and by means provided in this Agreement;

7.1.2. conclude Agreements for assignment of the rights to use the database, similar to this Agreement, with third parties, including in the same territory in which the rights to use the Database is provided to the Partner.

7.1.3. suspend the Partner’s access to the Database, should the Partner violate the condition and late fee remuneration payment of the Service , until the Partner makes payment;

7.1.4. suspend the Partner’s access to the database in case the Service obtains the documents evidencing the illegal use of the information contained in the Database. The Partner’s access to the database shall be suspended on the basis of effective judgements and regulation, which prove the fact of the violation committed by the Partner. These documents shall be submitted in the original or in copies certified by the appropriate court. The Partner’s access to the database shall be suspended until Partner clears all violation and/or proven otherwise.

7.2. The Service shall:

7.2.1. provide continuous, uninterrupted operation of the Database during the entire validity period of this Agreement.

7.3. The Partner shall be entitled to:

7.3.1. using the Database in the good manner and by the methods set forth in this Agreement;

7.3.2. Request the Service to immediately eliminate any circumstances that impede the use of the database.

7.4. The Partner shall:

7.4.1. pay the remuneration fee to the Service in the manner and within the period specified in the procedure for using the Database.

8.1. The Parties shall be liable for the violation of the terms of the Agreement under the current legislation of the Republic of Indonesia.

9.1. The Parties undertake to use their best efforts to resolve any disputes or disagreements arising out of or in connection with this agreement by means of negotiations and mutual deliberation.

9.2. The period for response to claims and for submitting documents aimed at peaceful resolution of disputes and disagreements shall not exceed seven (7) working days from the moment the Party receives such claims and/or the necessity to submit the original documents.

9.3. Should the Parties fails to come peacefully on existing disputes and disagreements by means of negotiations and mutual deliberation, the disputes and disagreements shall be resolved under applicable law in accordance with the laws and regulations.

10.1. This Agreement does not result the transfer of any exclusive rights to the Partner, therefore authorize the Partner for the rights provided in this Agreement shall not be subject to state registration.

10.2. This Agreement can be described as subscription contract and does not require the Parties to draw up and sign bilateral certificates of works performed.

10.3. Procedure for using the Database is an integral and inseparable part of the Agreement.

10.4. The terms of the Agreement shall apply to all persons registered on the website of the Service, unless otherwise provided by a separate agreement of the Parties. Should the Parties conclude a separate agreement, the terms of such an agreement shall apply to the legal relationship of the Parties.

1.1. “Database” means an organized structure constituting a set of materials, technical means, and firmware, as well as the methods and algorithms (program code) ensuring interaction of the database elements, and intended to systematize, store, process, transform the materials in accordance with the database algorithms. The database materials can be accessed through the authorized TUDA Mobile Application.

1.2. “Partner” means a person who independently, on his/her own, provides the Customer with services.

1.3. “Service” means Electronic System Operator that authorize the Partner the rights to use the database on the basis of this Agreement.

1.5. “Order” means an order processed by the system for services provided by Partners.

1.6. “Order Cost” means the amount of money paid to the Partner by the customer that placed  order.

1.7. “Personal Account” means an account in which the Partner’s advance payments are recorded and from which funds are debited as payment for access to the database. The personal account has a unique number and is generated by the Service.

1.8. “Personal Account Balance” means the difference between the amount of funds deposited into the personal account and debited from the personal account in a certain time.

1.9. “Customer” means individual person who order service through the Service.

2.1. This document described the conditions and procedure for providing the Partner with access to the Database and it is an integral and inseparable part of the Sublicense Agreement between the Partner and the Service.

2.2. Collection, storage, systemization of information, creation of the Database by the Service, as well as legal relationship between the Partner and the Service with respect to the provision of access to the database shall be carried out in accordance with the Laws and regulation prevails in the Republic of Indonesia (or Philippines).

2.3. Information contained in the database is join access and freely distributable. This information is not considered to be restricted or prohibited for distribution.

3.1. Amendments to this procedure for using the database of the service (“Procedure”) shall be made by the Service unilaterally by posting the relevant amendments on its website. Specified amendments shall take effect within seven (7) calendar days after their publication on the website.

3.2. Any amendments to the procedure from the date of their entry into force shall be binding for all persons using the database, including those that started using the database before the effective date of the amendments. In case of disagreement with the amendments made, the Partner shall stop using the database and inform the Service about it.

4.1. The Service shall be entitled to:

4.1.1. oblige the Partner to observe the conditions of this procedure;

4.1.2. suspend or prohibit access of the Partner to the database in case of multiple and/or heavy violation by the Partner of the work rules of the Service in accordance with the provisions in the Agreement;

4.1.3. amend the procedure;

4.1.4. record phone conversations with the Partner for the purpose of internal quality control of services provision;

4.1.5. carry out scheduled maintenance and functional modification of the Database. For the time period while such works are performed, the Partner may not access to the Database.

4.1.6. suspend the Partner’s access to the database, in case the personal account balance becomes null or negative until the Partner replenishes his/her personal account.

4.1.8. take any other actions including but not limited to maintenance and provision of access to Database which not contradicting the current regulation of the Republic of Indonesia.

4.2. The Service obliges to:

4.2.1. provide the Partner with access to the Database and ensure proper operation of the Database, as well as continuous access of the Partner to the Database except for cases of scheduled maintenance and modification of the Database operation, also in cases of malfunction;

4.2.2. authorize Partners the rights to use the necessary mobile application to access the database

4.2.2. timely record the Partner’s payments in his/her personal account;

4.2.3. timely detect and prevent any attempts that are not in accordance with the procedure for information provided to Partner, and or providing to other people who do not have legal relationship with the parties;

4.2.4. not change or edit information about the Partner without his/her consent.

4.3. The Partner shall be entitled to:

4.3.1. ask the Service to provide access to database with proper quality, in compliance with the conditions of the Procedure, including technical support and consultation.

4.4. The Partner shall:

4.4.1. execute the accepted order in accordance with its conditions;

4.4.2. pay for the provision of access to the database in the amount established in the Procedure;

4.4.3. Should the Service make any payments in favor of Customers due to improper quality of the services provided by the Partner, the Partner shall compensate the Service for the losses incurred in this regard. This compensation is made by debiting funds from the Partner’s personal account.

Should the Partner commit actions for which the Service rules provide penalties, the Partner’s personal account shall be debited in favor of the Service within the limits of the provided sanction. The list of violations is posted in the Authorized mobile application.

In case of insufficient funds, the penalties accrued for the reporting period are the accounts receivable of the Partner, which shall be repaid as a priority when the Partner replenishes the personal account;

4.4.4. immediately notify the Service, in case of changing the registration details provided to the Service previously, as well as upon the occurrence of circumstances making it impossible to execute orders.

5. Procedure for Order Cost Estimation 

5.1. Order cost is dynamic and calculated automatically based on the parameters of the specific order (condition of the road network, traffic congestion, time of day, year, dynamics of demand for services, climate conditions, etc.) as well as the average cost of the relevant services, formed in the region of the Partner’s activity.

5.2. In case of noncompliance of the calculated order cost with the rates set by the Partner himself/herself, the Partner shall be entitled not to accept such an order for execution.

5.3. The acceptance of the order for execution by the Partner means full and unconditional consent of the Partner to the offered cost and compliance of the offered order cost with the Partner’s rates. The Service shall be entitled to apply penalties to the Partner, up to the termination of access to the database, in case of unilateral modification of the order cost by the Partner after its acceptance for execution or failure to execute the accepted order.

5.4. Order cost can be increased by the Customer using the mobile application.

5.5. During cashless settlements between the Customer and the Partner the Service shall act as an agent on behalf of and at the expense of the Partner in terms of accepting funds from the Customer to credit them to the Partner’s personal account. The Service shall assume the obligations of the Partner’s agent only with regard to ensuring receipt of monetary funds from the Customer and shall not assume any other rights and obligations of the Partner.

6.1. The amount of the remuneration payable to the Service for granting access to the Database shall be determined as percentage deductions from the Partner’s income (revenue).

6.2. The amount of the remuneration is specified in the information about the order accepted by the Partner for execution in the auhorized mobile application.

6.3. The amount of the remuneration shall be established by the Service unilaterally. The Partner must familiarize himself/herself with the amount of the remuneration before the start of the order execution and, in case of disagreement with it, must refuse to execute such an order. The acceptance of the order for execution by the Partner means the acceptance of the specified amount of remuneration.

6.4. The remuneration payment shall be made on a prepayment basis by the Partner depositing funds into the personal account in the amount determined independently by the Partner.

6.5. Payment for the services is carried out by debiting funds from the Partner’s personal account in the amount equal to the remuneration, once the order is accepted for execution.

6.6. Replenishment of the personal account /Top up , shall be carried out by making advance payments by means of bank cards, through self-service terminals, by transferring funds to the settlement account or depositing funds at the cash office of the Service.

7.1. Liability of the Service:

7.1.1. The Service shall be liable for the fulfillment of its obligations in accordance with the law and regulation prevails. 

7.1.2. The Service shall not be liable for complete or partial interruptions of the Partner’s access to the Database caused by the replacement of hardware, software or some other scheduled works caused by the need to maintain efficiency and performance of the Service hardware and software;

7.1.3. The Service shall not be liable for interruptions of the Partner’s access to the Database in case of failure of the software or hardware not owned by the Service;

7.1.4. The Service shall not be liable for the damages, lost profit incurred by the Partner as a result of using the Database.

7.1.5. The Service shall not be liable for the damage inflicted on the Partner by third parties due to the use of the Database by the Partner.

7.2. Liability of the Partner:

7.2.1. The Partner shall be liable for the fulfillment of his/her obligations in accordance with the law and regulation prevails. 

7.2.2. The Partner shall be solely liable to the Customer that placed order, for proper execution of the order, as well as for any damage caused by Customer, as long as it is not regulated by the law and regulation ;

7.2.3. The Partner shall be liable for the damages inflicted on third parties both in respect of execution of the order and for the actions not related to the execution of the order. However, the Service may act as a mediator between the Partner and the Customer in order to reconcile these disputes as soon as possible.

8.1. By accepting the terms of this provision, the Partner confirms that he/she is aware that the information, access to which he/she has obtained within the performance of this procedure, shall be used by him/her independently, in his/her own interests and at his/her own responsibility. The Partner, in case of using the database for entrepreneurial purposes, shall independently register as an individual entrepreneur or carry out activities as a legal entity, as well as ensure compliance with the requirements of the applicable law and regulation prevails. , 

8.2. The Service shall not assume any obligations in respect of compensation for damages, including lost profit, caused by the Partner to third parties.

8.3. The Service shall not be liable to the Partner for any actions of third parties as a result of which the Partner has incurred any damages, including lost profit.

9.1. Force majeure shall be the ground releasing the Parties from their liability. For the purpose hereof, force majeure shall mean the circumstances provided for in Indonesian legal system.

9.2. The Party affected by force majeure shall immediately notify the other Party in writing of the occurrence, type, potential duration of force majeure and the obligations, the fulfillment of which it impedes.

9.3. Should the Party affected by force majeure fail to notify the other Party, this Party shall further lose its right to refer to the force majeure as to the ground that may release it from its liability.

10.1. The Partner shall be granted a limited right to use the TUDA service trade name for the advertisement purpose of booking methods.

10.2. The Partner shall be entitled to independently carry out actions aimed at promotion (advertising), other ways of ”how to” orders, including placing advertising on the Partner’s vehicles. In this case, the Partner shall be solely liable for compliance of the advertising (including its content and placement) with the requirements in line with law and regulations prevails.