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SERVICE AGREEMENT
This
Agreement
is
made
and
entered
into
this
Monday,
2
April
2018,
by
and
between:
PT
EASY
TOUCH
GROUP,
a
corporation
duly
organized
and
existing
under
the
laws
of
the
Republic
of
Indonesia,
with
principal
office
address
at
Plaza
Sentral
-‐
Annex
Building
6th
Floor
P.601
Jl.
Jend.
Sudirman
No.
47,
Jakarta,
12930,
Indonesia,
represented
herein
by
its
Sales
Executive,
Emmanuel
Vargas,
hereinafter
referred
to
as
(“PouchNATION”)
and
WHEREAS,
the
Client
is
a
promoter
and/or
producer
of
events
whereby
there
is
need
for
the
aforementioned
services.
WHEREAS,
Client
contacts
PouchNATION
to
supply
the
PouchNATION
Event
Platform
for
the
Pandora
–
Parahyangan
Art
&
Sport
Appreciation
(“Event”),
which
will
be
held
at
Eldorado,
Jl.
Dr.
Setiabudhi
438
-‐
Bandung
(“Venue”),
on
05
May
2018.
Description
of
the
Scope
of
this
Agreement.
This
Agreement
will
define
the
scope
of
services
provided
by
PouchNATION
for
the
applicable
services
as
listed
in
Annex
A.
Client
and
PouchNATION
agree
to
their
respective
responsibilities
as
set
out
this
Agreement.
NOW THEREFORE, the Parties do hereby mutually agree on the following:
1. DEFINITIONS
1.1. “Event”
means
a
specified
gathering
of
people
at
a
particular
location
on
a
particular
time
for
entertainment
or
other
purposes.
The
Event(s)
covered
by
this
agreement
are
specified
in
separate
Event
Details
Addenda;
1.2. “Ticket”
means
a
computer
record,
which
may
or
may
not
be
linked
to
a
specific
physical
document,
that
allows
a
person
admission
to
a
single
Event
or
multiple
Events;
1.3. “Customer”
means
a
person
who
possesses
a
PouchNATION
RFID
Tag
or
Event
Ticket;
1.4. “PouchNATION
System”
means
the
software
created
by
PouchNATION
for
the
purposes
of
selling
tickets
to
the
Event(s)
covered
by
this
Agreement;
1.5. “PouchNATION
Online
Sales
Platform”
means
the
website
in
which
the
Client
wants
to
sell
all
items
including
but
not
limited
to,
tickets,
add-‐ons
and
bundles;
1.6. “PouchNATION
Cashless
Fees”
means
and
fees
for
the
use
of
the
cashless
payment
system
or
the
sales
tracking
system;
1.7.
“RFID
Tag”
means
Radio
Frequency
Identification
in
any
form
factor
programed
to
work
with
the
PouchNATION
System;
and
1.8. “Specification
Sheet”
or
“Spec
Sheet”
means
the
excel
spreadsheet
which
is
submitted
by
the
Client
to
PouchNATION
which
depicts
all
but
not
limited
to
ticket
types,
access
controls,
device
allocation
and
counts,
services
and
add-‐ons.
4. CASHLESS
PAYMENTS
4.1. PouchNATION
will
provide
the
Client
with
all
the
devices
necessary
for
the
token
system
to
be
used
by
merchants
of
Client.
Said
devices,
and
any
other
units
or
modules
provided,
shall
be
returned
immediately
at
the
end
of
the
event.
Any
damage
or
loss
to
the
said
devices
units
or
modules
shall
be
subject
to
immediate
compensation
from
the
Client;
4.2. Client
accepts
full
responsibility
for
converting
local
currency
to
PouchNATION
Tokens
and
vice-‐versa.
Under
NO
circumstance
will
PouchNATION
be
holding
any
form
of
currency,
payment
and/or
cash
from
the
user
or
merchant
during
the
event;
4.3. Client
shall
provide
PouchNATION
all
bar
menu
details,
including,
but
not
limited
to,
list
of
items
to
be
sold
with
the
corresponding
prices
fourteen
(14)
days
before
the
Event;
4.4. Client
agrees
that
the
only
form
of
payment
for
in-‐event
purchase
will
be
through
the
PouchNATION
cashless
token
terminals.
It
is
the
Clients’
responsibility
to
advise
all
vendors,
concessionaires,
and/or
merchants
of
this
requirement;
and
4.5. Client
is
responsible
for
all
event
bars
and
merchants
and
Client
ensures
that
the
same
will
follow
all
the
necessary
guidelines
and
timeframes
of
PouchNATION.
8. DISCLAIMER
8.1. PouchNATION
does
not
make
any,
and
expressly
disclaims
all
warranties,
conditions,
and
representations
other
than
the
warranties,
conditions,
and
representations
expressly
made
in
this
Agreement,
whether
oral
or
written,
expressed
or
implied,
or
arising
by
usage
of
trade
or
course
of
dealing,
including
without
limitation,
the
warranties
of
merchantability,
fitness
for
a
particular
purpose,
satisfactory
quality,
availability,
title
and
non-‐infringement;
8.2. Client
acknowledges
that
use
of
services
and
PouchNATION
System
may
not
be
uninterrupted
or
error
free.
The
remedies
set
forth
herein
will
be
at
the
sole
and
exclusive
remedies
of
PouchNATION;
and
8.3. PouchNATION
will
not,
under
any
circumstances,
be
liable
for
any
economic,
incidental,
consequential,
indirect,
special,
punitive
or
exemplary
damages
or
lost
profits,
whether
foreseeable
or
unforeseeable,
whether
claimed
under
contract,
tort,
breach,
failure
of
warranty
or
any
other
legal
theory,
arising
from
the
planning,
production,
presentation,
promotion,
and/or
performance
of
the
Client’s
Events.
9. CONFIDENTIALITY
9.1. Both
Parties
will
not
disclose
any
proprietary
information
pertaining
to
products,
services
and
modes
of
operation
to
any
Party
outside
their
respective
organizations.
Both
parties
agree
that,
for
purposes
of
confidential
and
proprietary
information
to
be
disclosed
pursuant
to
the
terms
of
this
Agreement,
“Confidential
Information”
shall
mean
any
product
plans,
pre-‐release
products,
marketing
plans,
business
opportunities,
customer
lists,
personnel
data,
research
and
development
activities,
know-‐how
and
third
party
information.
Except
as
expressly
authorized
by
prior
written
consent
of
each
party,
each
party
shall
limit
access
to
the
Confidential
Information
to
its
employees
who
have
a
reasonable
need-‐to-‐know
solely
for
the
purposes
of
this
Agreement
and
who
have
been
advised
of
the
proprietary
nature
thereof
and
the
obligations
of
this
Agreement.
Each
party
shall
hold
Confidential
Information
in
confidence
and
shall
use
the
same
degree
of
care
that
it
uses
to
protect
its
own
confidential
information
(but
in
no
event
less
than
a
reasonable
degree
of
care)
to
prevent
unauthorized
use
or
disclosure.
Each
party
agrees
that
(a)
monetary
damages
may
be
inadequate
to
compensate
the
offended
party
for
any
breach
of
the
obligations
set
forth
in
this
Section;
(b)
any
such
violation
or
threatened
violation
may
cause
irreparable
injury
to
the
offended
party
and
(c)
in
addition
to
any
other
remedies
that
may
be
available
at
law
or
in
equity,
the
Offended
party
shall
be
entitled
to
obtain
injunctive
relief
against
the
threatened
or
continued
breach
without
the
necessity
of
proving
actual
damages.
10. INTELLECTUAL
PROPERTY
10.1. Client
does
not
own
any
proprietary
rights
to
the
trademarks,
service
marks,
or
the
brands
of
PouchNATION;
10.2. PouchNATION
does
not
own
any
proprietary
rights
to
the
logos,
trademarks,
service
marks,
or
the
brands
of
the
Client;
10.3. Both
parties
are
hereby
authorized
to
use
the
other’s
logos,
trademarks,
service
marks,
and
brands
for
marketing
purposes
related
to
the
Event(s)
as
specified
in
the
Spec
Sheet;
10.4. Client
does
not
own
any
proprietary
rights
to
PouchNATION’s
system;
and
10.5. Client
will
not
disassemble,
reverse
engineer,
or
copy
PouchNATION’s
system.
14. ASSIGNMENT
14.1. No
Party
may
sell
or
assign
this
Agreement
without
the
other
Parties’
written
consent.
In
the
event
of
assignment,
the
rights
and
obligations
of
the
Parties
hereto
shall
be
binding
upon
and
shall
inure
to
the
benefit
of
their
respective
successors
and
permitted
assigns.
17. ARBITRATION
17.1. Any
dispute
arising
from
or
related
to
this
Agreement
shall
be
settled
by
arbitration
in
accordance
with
the
rules
of
the
local
Arbitration
Association
in
effect
when
the
dispute
arises,
and
judgment
on
the
award
rendered
may
be
entered
in
any
court
having
proper
jurisdiction.
19. AMENDMENT
19.1. Only
an
instrument
in
writing
signed
by
all
Parties
may
amend
the
Agreement.
22. NOTICES
22.1. All
notices,
requests,
consents,
approvals,
agreements,
authorizations,
acknowledgements,
waivers
and
other
communications
required
or
permitted
under
this
Agreement
must
be
in
writing
in
order
to
be
effective.
Such
notices
shall
be
deemed
effective
under
one
of
the
following:
22.2. Three
(3)
calendar
days
after
deposit
in
the
mail,
postage
prepaid,
certified
or
registered
mail
with
return
receipt;
22.3. If
given
by
facsimile
or
electronic
mail,
the
day
that
such
facsimile
or
electronic
mail
is
sent
and
receipt
is
confirmed
provided
that
a
copy
of
such
notice
is
also
sent
by
one
of
the
other
means
specified
in
this
Section;
and
22.4. Upon
delivery
if
delivered
in
person
or
by
messenger.
In
each
case
addressed
to
the
following
addresses
(or
such
other
address
as
either
Party
may
designate
in
writing
from
time
to
time)
23. MISCELLANEOUS
23.1. Each
Party
agrees
not
to
provide
copies
of
this
Agreement,
or
otherwise
disclose
the
terms
of
this
Agreement,
to
any
third
party
without
the
prior
written
consent
of
the
other
Party.
Each
Party
shall
not
publish
or
commercially
use
other
Party’s
name,
trademarks,
logos,
or
service
marks
without
the
prior
written
consent
of
other
Party;
23.2. Any
special
terms
outside
the
scope
of
this
Agreement
shall
be
discussed
by
and
agreed
to
by
both
parties
and
the
details
of
which
shall
be
listed
in
23.3.
23.4. Annex
C.
Executed
as
an
agreement.
Executed
by
)
)
Astri
Novanita
)
)
(Easy
Touch
Pte.
Ltd.)
by
its
duly
appointed
officer
in
the
presence
of:
.............................................................
..............................................................
Officer
Witness
Astri
Novanita
Retno
D.
Safitri
.............................................................
...............................................................
Name
of
Officer
(print)
Name
of
Witness
(print)
Date:
April
3rd,
2018
Executed
by
)
)
Alfarabi
Riszky
Mohammad
)
)
LEMBAGA KEPRESIDENAN
MAHASISWA UNIVERSITAS
KATHOLIC PARAHYANGAN)
by
its
duly
appointed
officer
in
the
presence
of:
.............................................................
.............................................................
Officer
Witness
Alfarabi
Riszky
Mohammad
Annisa
Sadanoer
.............................................................
.............................................................
Name
of
Officer
(print)
Name
of
Witness
(print)
Date:
April
3rd,
2018
Annex
A
Client
and
PouchNATION
Agreements
Agreed
PouchNATION
Services
to
be
Deployed
Client
agrees
to
engage
the
following
PouchNATION
services:
• Registration
&
Data
Collection:
Digital
Data
Collection
at
registration
for
walk-‐ins
• Guest
Management:
Provide
with
different
ticket
types
and
preloaded
• Access
Control:
System
to
validate
tickets
at
different
gates
and
access
controls
• Cashless
Payments:
System
for
cashless
transactions
for
all
merchants
• Custom
NFC
Bracelets:
Fabric
Customization
(Event
Name
as
well
as
sponsors
logos)
• NFC
Terminals:
Hardware
required
for
the
system
• Check
Points
&
Redemption:
System
to
collect
points
and
redeem
them
PouchNATION
System
Fees
Number
of
Description
Items
Terms
• Paid
in
installments
via
Telegraphic
Transfer;
• Banks
fees
to
be
borne
on
CLIENT
• Must
be
paid
in
Indonesian
Rupiah
(IDR)
Annex
B
Term
and
Timelines
This
Agreement
will
be
effective
beginning
Monday,
April
2,
2018
and
will
terminate
immediately
upon
the
Client’s
tendering
of
full
payment
and
the
submission
of
the
PouchNATION
Final
Report
Annex
C
Special
Agreements
• No REFUND
• PouchNATION will get left over balance to compensate cost of production & system
development
• Full PouchNATION branding on the wristband
• To include PouchNATION branding on all event publication
• Transaction fee of 2% on all purchase in event
• Client will bear the cost of transportation and accommodation for 5 pax of PouchNATION
Technical Support team.
• If during the event extra wristbands are required, PouchNATION will provide with fully
PouchNATION branded ones with additional cost of Rp3,000 per wristband.