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This Master Services Agreement (Agreement) is entered into as of December 8, 2014 (Effective Date) by Tencent Mobility Limited, a corporation
duly established and existing under the laws of Hong Kong, having its registered address at 29/F, Three Pacific Place, No.1 Queens Road East,
Wanchai, Hong Kong (Tencent), and Verdi Danutirto, a Jakarta, Indonesia citizen with ID number of 3175 0723 0594 0013 and address at Taman
Duren Sawit blok E4 no.24 Jakarta Timur 13440 Indonesia. (Service Provider). The parties agree as follows:
1 SCOPE OF AGREEMENT AND RELATIONSHIP cost and expense. All revised or modified Deliverables will be subject
to the same acceptance procedure under this paragraph.
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Sections 2.4, 3.2, 3.3, 3.4,5.4, 5.5, 6, 7, 8, 9, Error: Reference Providers employees or agents; any breach by Service
source not found, 9 and 10. Provider or Service Providers employees or agents of any of
the covenants, warranties, or representations contained in this
Agreement; any failure of Service Provider to perform the
5.6 Waiver of Termination. For the purposes of
Services under this Agreement in accordance with all
termination of this Agreement in accordance with this Section 5
applicable laws, rules, and regulations; any violation or
or any other section of this Agreement, Tencent and Service
claimed violation of a third partys rights resulting in whole or in
Provider irrevocably waive the application of any laws and
part from the Work Product or Service Providers performance
regulations to the extent that judicial approval is required as a
under this Agreement; any misrepresentation or misleading
precondition to terminate or cancel this Agreement.
statements made by Service Provider or Service Providers
employees or agents with regard to the Tencent Products; or
6. LIMITED WARRANTY AND DISCLAIMER injuries to persons that occur on Service Providers premises
or premises under Service Providers control.
8.5 Tencent Customer Data. Service Provider 9.3 EXCEPTIONS. NOTHING IN THIS AGREEMENT
acknowledges and agrees that any and all information relating SHALL LIMIT OR EXCLUDE EITHER PARTYS LIABILITY
to customers and potential customers for the Tencent Products FOR DEATH OR PERSONAL INJURY CAUSED BY ITS
or Tencents other products and services generated or NEGLIGENCE, FOR FRAUD OR FRAUDULENT
otherwise obtained by it in connection with the performance of MISREPRESENTATION OR, TO THE EXTENT THAT IN ANY
its obligations under this Agreement (Tencent Customer PARTICULAR JURISDICTION SUCH LIABILITY MAY NOT BE
Data) will, as between Tencent and Service Provider, belong LIMITED OR EXCLUDED UNDER APPLICABLE LAW, ANY
to and vest in Tencent. Service Provider hereby assigns any LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL
and all intellectual property rights relating to the Tencent DEFAULT.
Customer Data to Tencent. Service Provider undertakes to
use the Tencent Customer Data solely for the purposes of
9.4 INDEPENDENT ALLOCATIONS OF RISK. EACH
performing its obligations under this Agreement and to fully
PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A
comply with such instructions as Tencent may issue from time
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES,
to time in relation to the use, handling and security of the
OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE
Tencent Customer Data. Service Provider undertakes that, in
RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.
relation to any personal data forming part of the Tencent
THIS ALLOCATION IS REFLECTED IN THE COMMISSION
Customer Data, it will do the following: (a) process such
OFFERED BY TENCENT TO SERVICE PROVIDER AND IS
personal data securely in the manner required by any data
AN ESSENTIAL ELEMENT OF THE BASIS OF THE
privacy regulation and other applicable laws and regulations;
BARGAIN BETWEEN THE PARTIES. EACH OF THESE
(b) take appropriate technical and organizational measures to
PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL
protect the personal data against accidental or unlawful
OTHER PROVISIONS OF THIS AGREEMENT, AND EACH
destruction or accidental loss, alteration, unauthorised access,
OF THESE PROVISIONS WILL APPLY EVEN IF THE
disclosure or use; (c) not transfer the personal data out of the
WARRANTIES IN THIS AGREEMENT HAVE FAILED OF
country in which it was collected or received by the Service
THEIR ESSENTIAL PURPOSE.
Provider, except with Tencents prior written consent and
subject to any additional restrictions set by Tencent or required
by applicable law; (d) ensure that the personal data is 9.5 Mitigation. Service Provider must mitigate the
only accessible to personnel who need to have access to the impact of any damage arising out of or related to this
data in order to carry out their roles in the performance of Agreement.
Service Provider's obligations under this Agreement; (e)
immediately notify Tencent in writing of any unauthorised
10. GENERAL
access to or loss or damage to personal data and any
instances of abnormalities in relation to the accessing of and
processing of personal data; and (f) in a secure manner in 10.1 Assignment. Neither party may assign and/or
compliance with Tencents instructions, promptly return or delegate any of its rights and obligations under this Agreement
destroy the personal data upon termination or expiry of this without the other partys prior written consent. The other party
Agreement or at such earlier time as Tencent may direct. shall not unreasonably withhold or delay its consent. However,
Tencent may, without the consent of the Service Provider,
assign any of its rights and/or delegate any of its duties under
9. LIMITATION OF LIABILITY
this Agreement if such assignment or delegation is to: (a) an
affiliate of Tencent; (b) a successor of Tencent, by
9.1 DISCLAIMER OF CONSEQUENTIAL DAMAGES. consolidation, merger or operation of law; or (c) a purchaser of
NOTWITHSTANDING ANYTHING TO THE CONTRARY all or substantially all of Tencents assets.
CONTAINED IN THIS AGREEMENT, TENCENT WILL NOT,
UNDER ANY CIRCUMSTANCES, EXCEPT TO THE EXTENT
10.2 Notice. Any notice required or permitted to be given
REQUIRED BY APPLICABLE LAW, BE LIABLE TO SERVICE
in accordance with this Agreement will be effective if it is in
PROVIDER FOR CONSEQUENTIAL, INCIDENTAL,
writing and sent by certified or registered mail, or insured
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courier, return receipt requested, to the appropriate party at the strict compliance in the future, nor will the same be construed
address set forth above and with the appropriate postage as a novation of this Agreement.
affixed. Notices are deemed given five business days
following the date of mailing or one business day following
10.7 Severability. If any part of this Agreement is found
delivery to a courier. If to Tencent, the notices shall be given
to be illegal, unenforceable, or invalid, the remaining portions
with copies to Sheila Liang, the Associate General Counsel of
of this Agreement will remain in full force and effect. If any
Tencent, at the following address: Tencent Building, Tower C,
limitation or restriction on the grant of rights to Service
No. 1801, Hongmei Road, Caohejing Hi-tech Park, Shanghai,
Provider under this Agreement is found to be illegal,
200233, PRC.
unenforceable, or invalid, this Agreement will immediately
terminate.
10.3 Force Majeure. Neither party will be liable to the
other party for, or be considered to be in breach of or default
10.8 No Rights of Third Parties. Any person or entity who
under this Agreement on account of, any delay or failure to
is not a party to this Agreement shall have no right to enforce
perform as required by this Agreement as a result of any cause
any term of this Agreement. For the avoidance of doubt, this
or condition beyond its reasonable control, so long as that
section shall not affect the rights of any permitted assignee or
party uses all commercially reasonable efforts to avoid or
transferee of this Agreement.
remove such causes of non-performance.
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Tencent Service Provider
Signature: Signature:
Date: Date:
Address for notice: Address for notice: Taman Duren Sawit blok E4 no.24 Jakarta Timur
13440
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EXHIBIT A-1
STATEMENT OF WORK
Description of Services Rewrite or edit food articles and photos (or take new ones).
Deliverables Deliver in total 25 articles together with photos within 3 weeks as of the Effective Date of this Agreement.
Requirements:
The articles shall neither be interviews nor educational articles. Each article shall consist of a minimum of 300
words and a minimum of 4 photos. All photos must be clean of any watermarks.
Ippudo
Tairyo
Seorae PIK
Arang 22
Bibigo
Sake+
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Sana Sini at Pullman Hotel Thamrin
Le Signature
Rosso at Shangri-La
Eric Kayser
Atjeh Rayeuk
PAUL
Le Quartier
In the event the Service Provider cannot provide article for a certain restaurant, a different article can be used
as a substitute per Tencents approval.
Acceptance Criteria: Service Provider shall deliver the articles and photos via email or dropbox within three
Acceptance Criteria
weeks upon Effective Date. Articles and pictures shall be original and new, and shall never be published or
displayed in any and all media (whether now known or hereafter devised), including print, website, any mobile
device application, etc. Articles shall neither be interviews nor educational articles. Data of the restaurants must
be recent, and Service Provider shall edit or update any information that is no longer true.
Payment Tencent will pay to the Service Provider a fixed amount of USD 625 after acceptance of all the Deliverables in
accordance with Section 4.2 of this Agreement.
Account #: 2301711494
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Tencent Service Provider
Signature: Signature:
Date: Date:
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