Last Updated: 15 March 2021
These Technological Terms of Use ("Terms") are created by and between you and the Provider and govern your access to and use of the Technology Services. You agree that these Terms are effective and binding on you from the earliest date you click to accept or start using the Technology Services, or, if applicable, the date you sign an Order Form.
1. Definitions. The following terms have specific definitions:
a. "Provider", "we", "us" and "our" are the entities listed in Section 10 below.
b. "Customer" or "you" means the business that agrees to these Terms by clicking to accept these Terms or by agreeing to an Order Form.
c. "Technology Services" means the services and functionality provided by our proprietary restaurant delivery management technology platform, known as Hubster.
d. "Order Form" means an order form for the use of the Technology Services provided by us or a party authorized by us. If used, an Order Form shall be deemed to be entered into and as part of these Terms.
e. "Reward" means a service reward that you are obliged to pay for your use of the Technology Services, which is set out in an Order Form or otherwise shown to you (via the website or other means) when you agree to use the Technology Services.
f. "Third Party Vendor" means a third-party delivery service platform, a point-of-sale vendor, an online ordering platform, and any other third-party vendor or service provider that you may choose to use and that we have made available in the Technology Services.
g. "Your Data" means information and data about you, your business, your end customers, and your Third Party Vendors generated during your use of the Technology Services, including information and data obtained from or provided by your Third Party Vendors during your use of the Technology Services.
2. Technology Services
a. We provide Technology Services, and you may use the Technology Services, in any event subject to these Terms. Your right to use the Technology Services is non-exclusive, personal to your business and employees of your business, and is not transferable or transferable. Your authority to use the Technology Services depends on your continued compliance with these Terms.
b. You are required to create an account to use the Technology Services, and you are responsible for maintaining the confidentiality of your username and password. You may only access the Technology Services through tablet devices we provide, our websites, or our mobile applications, unless otherwise permitted by us in writing, and you may only use such tablet devices in your authorized kitchen space. Technology Services may also be configured to print order details to a printer device that we may provide. Unless otherwise agreed in writing by us, you agree that the hardware related to the Technology Services we provide to you is, if any, is your loan, we do not sell, and you may only use the hardware in connection with the Technology Services. You are solely responsible for any damage, loss, repair, replacement and other costs if you do not return the hardware in its original condition, unless it wears out due to fair use.
c. We may from time to time modify or improve the Technology Services or add new features or functionality to the Technology Services. We may suspend technology services if reasonably necessary for an emergency or to stop potential harm, loss, or damage to us or technology services or other related systems. Any such suspension shall be carried out to a minimum and for the shortest duration required to: (i) prevent or terminate any infringing use, (ii) prevent or resolve emergency situations, or (iii) comply with applicable law.
3. Other Rights and Restrictions
a. As part of the provision of technology services, we may transfer, process and store your Data in Indonesia or any other country where we or our affiliates and agents maintain facilities. By using the Technology Services, you consent to this transfer, processing and storage of your Data. Our collection and use of personal information, if any, is subject to our Privacy Policy available in www.hubster.co.id/privacy. You agree that we may subcontract obligations under these Terms to our affiliates or other third parties, but we remain liable to you for any subcontracted obligations.
b. The Technology Services, including their "look and feel", applicable content, software, technology, and documentation, are and will remain the exclusive property of us and our licensors and are protected under the laws of the United States and other countries, and we hereby reserve all rights relating to the Technology Services. You agree not to let others use the Technology Services or any hardware we provide, and you may not copy, modify, distribute, sell, or rent any part of the Technology Services or hardware. You agree not to reverse engineer or attempt to extract any source code from the Technology Services unless we agree in writing or you are permitted to do so under applicable law. You may only access and use the Technology Services for lawful purposes consistent with the purposes for which we intend to use them.
c. At your fullest option, you may provide us with feedback or proposals about the Technology Services, and if you provide such feedback or proposals, then you agree that we may freely use and utilize such feedback and proposals for any purpose and without any obligation to you. You agree that we may use your name and logo in connection with the support and marketing of our Technology Services, provided that you may request the removal of your name and logo at any time by sending us an email via hello@tryhubster.com.
4. Third Party Vendors
a. In order to provide you with Technology Services, we need to access your accounts with certain Third Party Vendors. Accordingly, you appoint us as your agent with the authority to access and use your accounts with Third Party Vendors and Your Data for the purpose of providing technology services to you, and you agree to provide your account login information for such purposes. You also authorize us to access and use information related to you or your relationship with a Third Party Vendor and you authorize such Third Party Vendor to disclose your Data to us. You hereby grant to us and our affiliates a non-exclusive and perpetual right to use your Data and other information that you may enter, upload or otherwise make available through the Technology Services to improve our and our affiliates' products and services and to carry out analysis of relevant industry trends during and after the term of these Terms. We may also aggregate or de-identify your Data to share relevant industry trends with third parties. We are obliged to maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of personal data. The data processing addendum contained in the https://www.hubster.co.id/dpa is hereby incorporated in these Terms by this reference and applies to these Terms.
b. You agree that your use of a Third Party Vendor may be subject to additional terms (which may include payment of fees) proposed by the Third Party Vendor, including their privacy policy and terms of service. You agree that the Services of Third Party Vendors are provided by third parties and as such, we are not responsible for third party vendors or the technologies or services they provide (including services accessible to our Technology Services). We do not guarantee that we will support integrations with any Third Party Vendor or with any particular third-party vendor in the future, and we may remove or change an integration with a Third Party Vendor at any time, with or without notice to you. You agree that we are not responsible for any costs, expenses, or losses whatsoever for your inability to use any particular Third Party Vendor in connection with the Technology Services or otherwise.
5. Rewards and Payments. You agree to pay rewards to us in accordance with these Terms and any Order Forms, as applicable. Subject to your termination rights in Section 6, we may modify the Rewards at any time with at least 30 calendar days' advance notice for each increase. Unless otherwise stated, all Rewards owed to us are in Rupiah and are non-refundable. You agree to pay all taxes owed on the Technology Services, except taxes on our income. If you make a late payment, we may (a) charge interest on the outstanding amount of 1.5% per month (or the highest rate permitted by law, if less) from the due date of payment until the payment is fully repaid, and (b) suspend or terminate the Technology Services. You agree that we may use a third-party provider to process Rewards.
6. Term and Termination.
a. If you agree to an Order Form, your use of the Technology Services is permitted for the period specified in the Order Form. If you do not agree to an Order Form, or if the period in the Order Form expires, your use of the Technology Services is permitted under and will continue to run on a monthly basis until terminated in accordance with this Section 6.
b. If the term of your Order Form is within 30 calendar days before expiration, or you use the Technology Services on a monthly basis, and in any event you no longer wish to use the Technology Services, you may terminate the Terms for any reason or for no reason by giving us at least 30 calendar days' notice by sending an email to the hello@tryhubster.com. After a period of 30 calendar days' notice, you will no longer be permitted to use the Technology Services.
c. Either party may terminate these Terms upon written notice to the other party in the event that the other party breaches these Terms and does not remedy such breach within 30 calendar days, or 10 calendar days in the event of non-payment of the Reward by you, upon notice to the other party of such breach. We may terminate these Terms immediately by giving you written notice (i) of your breach of Section 2(a)-(b) or (ii) to comply with a legal obligation or court order, in our reasonable discretion. You may terminate these Terms with written notice to us in the event that we modify the Terms or Rewards and you do not agree to such modifications.
d. Outstanding payment obligations and the following Parts shall survive termination of these Terms: 1, 3, 5-10. Upon termination of these Terms, you agree to promptly return any of our hardware that is in your possession or control. You agree that we may continue to charge you for Technology Services until we receive a hardware return from you.
e. You and we agree to waive Article 1266 of the Civil Code, so that a court award or arbitration is not required to terminate under this provision.
7. Warranties and Disclaimers.
a. Each party represents and warrants that such party: (i) has full power and authority to agree to these Terms; and (ii) will comply with all laws applicable to the provision or use of the Technology Services, as applicable. You further represent and warrant that (1) if you upload any content (including menus or menu images) to the Technology Services, you have all necessary rights to use such content and such action will not infringe or infringe the intellectual property rights of a third party, (2) individuals who agree to the Order Form or click to accept the Terms have the right to bind the Customer, (3) you will not breach any obligations to any third party by agreeing and performing under the Terms (for example, if you have chosen to use one or more Third Party Vendors, you do not establish an exclusive contractual relationship with such Third Party Vendor), (4) you have the right to use, and consent to our use of, your Data and the accounts of your authorized Third Party Vendors, including the right to appoint us as your agent to access and use your accounts and your Data as described in these Terms, and (5) where applicable (for example, required by a Third Party Vendor), you have given each notice, obtained any consent and fulfilled every other requirement under applicable law and any Third Party Vendor agreements, which are necessary for you and us to access and use your Data as set forth in these Terms.
b. Your access to and use of the Technology Services may be interrupted from time to time for a number of reasons, including equipment malfunctions, updates, maintenance, or periodic repairs to the Technology Services, other actions we may choose to take, or problems with Third Party Vendors. You agree that we shall not be liable to you or any third party for any interruption, modification, suspension or discontinuance of the Technology Services. We do not make any commitments or other warranties about our Technology Services or their performance for you other than as expressly set forth in these Terms, unless required under applicable law. We do not provide any implied warranties, such as the implied warranties of non-infringement, merchantability, and fitness for a particular purpose, unless required under applicable law.
8. Indemnification and Limitation of Liability.
a. Except as prohibited by applicable law, you agree to indemnify us and our affiliates (including their respective officers, directors, employees and agents) and hold them harmless from any liability, damages and costs (including attorneys' compensation and a reasonable amount of final settlement) for any claim or proceeding (including acts of governmental authorities) arising out of or relating to: (i) your violation of these Terms or any agreement with a Third Party Vendor, (ii) your data or content you provide to us, (iii) your unlawful use of the Technology Services, or (iv) your gross negligence or willful misconduct.
b. You agree that our entire liability arising out of or relating to these Terms and your use of the Technology Services, in their entirety, is limited to (1) IDR 5,000,000.00 or (2) the remuneration you have paid to use the Technology Services in the 12 months prior to the occurrence of the event giving rise to liability. You agree that we shall not be liable for any loss of profits, income, business opportunities, goodwill, or estimated deposits, indirect or consequential losses, or punitive damages in connection with your use of the Technology Services or these Terms. This limitation does not apply to liability arising out of gross negligence, willful misconduct, or otherwise which cannot be limited or set aside by applicable law.
9. Miscellaneous. We will send all notices required under these Terms to the email address associated with your account. All notices to us must be sent to legalnotices@tryhubster.com. These Terms, together with our Order Form (if applicable) and Privacy Policy, contain a comprehensive understanding of the parties regarding your use of the Technology Services, and supersede all prior and related agreements and understandings. If these Conditions conflict with any provision of the Order Form, the Order Form shall prevail. We reserve the right to update or amend these Terms by providing notice to you and your continued use of the Technology Services is deemed to be your agreement to such changes. You have certain rights under applicable law that cannot be limited by these Terms or any contract; This provision does not limit such rights. If you breach these Terms, and we do not take immediate action in response to your breach, we do not waive any rights we may have, including the right to take action in the future. If any part of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms shall survive. These Terms are between you and us; These Terms do not create any legal rights or obligations for any third party, even if the other party benefits from such relationship under these Terms.
10. Contracting Entities, Governing Laws, and Venues. Depending on your domicile, the following table sets out (a) the entity that agrees to these Terms on our behalf, (b) the governing law for any dispute arising out of or in connection with these Terms, and (c) the dispute resolution forum having jurisdiction over each such dispute. Each party agrees to the governing law applicable hereunder without regard to choice or law between laws, and the exclusive jurisdiction of the forum applicable below.
If you are domiciled in:
Indonesian
Our entities agreeing to these Terms:
PT Jakarta Hubtech Operations
Governing law:
Indonesian
Dispute resolution forum with exclusive jurisdiction at:
Indonesian National Arbitration Board (Badan Arbitrase Nasional Indonesia or "BANI"), which was established in 1977 and currently having its address at Wahana Graha, 2nd Floor, Jalan
Last updated: March 15, 2021
These Tech Services Terms of Use ("Terms") are entered into by and between you and Provider and govern your access and use of the Tech Services. You agree that these Terms are effective and binding on you as of the earlier date you click to accept or commence using the Tech Services, or, if applicable, the date you sign an Order Form.
1. Definitions. The following terms have specific definitions:
a. "Provider", "we", "us", and "our" means the entity listed below in Section 10.
b. "Customer" or "you" means the enterprise agreeing to these Terms either by clicking to accept these Terms or by entering into an Order Form.
c. "Tech Services" means the services and functionality provided by our proprietary restaurant delivery order management technology platform, known as Hubster.
d. "Order Form" means an order form for use of the Tech Services provided by us or our authorized designee. If used, an Order Form shall be deemed incorporated into and part of these Terms.
e. "Fees" means the service fees payable by you for your use of the Tech Services, as set forth in an Order Form or as otherwise indicated to you (by website or other means) when you agreed to use the Tech Services.
f. "Third Party Vendors" means third party delivery service platforms, point of sale vendors, online ordering platforms, and other third party vendors or service providers that you may elect to use and that we have made available within the Tech Services.
g. "Your Data" means information and data about you, your business, your end customers, and your Third Party Vendors generated during your use of the Tech Services, including information and data obtained from or provided by your Third Party Vendors during your use of the Tech Services.
2. Tech Services
a. We shall provide the Tech Services, and you may use the Tech Services, in each case subject to these Terms. Your right to use the Tech Services is non-exclusive, personal to your business and its employees, and is not assignable or transferable. Your authorization to use the Tech Services is contingent on your continued compliance with these Terms.
b. You shall be required to create an account to use the Tech Services, and you are responsible for maintaining the confidentiality of your username and password. You may only access the Tech Services through the tablet device we provide, our website, or our mobile application unless otherwise authorized by us in writing, and you may only use that tablet device within your authorised kitchen space. The Tech Services may also be configured to print order details to a printer device which we may provide. Unless otherwise agreed in writing by us, you agree that the hardware we provide to you in connection with the Tech Services, if any, is borrowed by you, not sold, and you may only use the hardware in connection with the Tech Services. You are solely responsible for damage, loss, repair, replacement, and other costs if you do not return the hardware in its original condition, normal wear and tear excepted.
c. We may from time to time modify or improve the Tech Services or add new features or functionality to the Tech Services. We may suspend Tech Services if reasonably necessary for an emergency situation or to stop potential harm, loss, or damage to us or the Tech Services or other related systems. Any such suspension will be to the minimum extent and for the shortest duration required to: (i) prevent or terminate the offending use, (ii) prevent or resolve the emergency situation, or (iii) comply with applicable law.
3. Other Rights and Restrictions
a. As part of providing the Tech Services, we may transfer, process, and store Your Data in Indonesia or any other country in which we or our affiliates and agents maintain facilities. By using the Tech Services, you consent to this transfer, processing, and storage of Your Data. Our collection and use of personal information, if any, is subject to our Privacy Policy available www.hubster.co.id/privacy. You agree that we may subcontract obligations under these Terms to our affiliates or other third parties, but we shall remain liable to you for any subcontracted obligations.
b. The Tech Services, including its "look and feel", content, software, technology, and applicable documentation, are and will remain the exclusive property of us and our licensors and are protected under the laws of the United States of America and other countries, and we hereby reserve all rights related to the Tech Services. You agree to not let anyone else use the Tech Services or any hardware we provide, and you may not copy, modify, distribute, sell, or lease any part of the Tech Services or hardware. You agree to not reverse engineer or attempt to extract any of the source code of the Tech Services unless we agree in writing or you are allowed to do so by applicable law. You may only access and use the Tech Services for lawful purposes consistent with the purposes for which we intend it to be used.
c. At your sole option, you may provide feedback or suggestions about the Tech Services to us, and if you do provide such feedback or suggestions, then you agree that we may freely use and exploit such feedback and suggestions for any purpose and without any obligation to you. You agree that we may use your name and logo in connection with supporting and marketing our Tech Services, provided that you may request the removal of your name and logo at any time by sending us an email at hello@tryhubster.com.
4. Third Party Vendors
a. In order to provide you with the Tech Services, we need to access your accounts with certain Third Party Vendors. As such, you appoint us as your agent with authorization to access and use your accounts with Third Party Vendors and Your Data for the purpose of providing you with the Tech Services, and you agree to provide your account login information for such purposes. You also authorize us to access and use information that relates to you or your relationship with the Third Party Vendors and you authorize such Third Party Vendors to disclose Your Data to us. You hereby grant us and our affiliates a non-exclusive, perpetual right to use Your Data and other information you may enter, upload, or make available through the Tech Services to improve our and our affiliates' products and services and perform relevant industry trend analyses during and after the term of these Terms. We may also aggregate or de-identify Your Data in order to share relevant industry trends with third parties. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of personal data. The data processing addendum located at https://www.hubster.co.id/dpa is hereby incorporated by reference and applies to these Terms.
b. You agree that your use of the Third Party Vendors may be subject to additional terms (which may include payment of fees) presented by the Third Party Vendors, including their privacy policy and terms of service. You agree that the services of Third Party Vendors are provided by third parties and as such, we have no responsibility for the Third Party Vendors or the technology or services they provide (including those services which are accessible by our Tech Services). We cannot guarantee that we will support the integration with any Third Party Vendors or with any particular third party vendors in the future, and we may remove or alter an integration with a Third Party Vendor at any time, with or without notice to you. You agree that we are not liable for any costs, expenses, or losses from your inability to use any particular Third Party Vendor in connection with the Tech Services or otherwise.
5. Fees and Payments. You agree to pay us the Fees in accordance with these Terms and any Order Form, as applicable. Subject to your termination rights in Section 6, we may modify the Fees at any time with at least 30 calendar days advance notice of any increase. Unless otherwise stated, all Fees are due to us in IDR and are non-refundable. You agree to pay all taxes due for the Tech Services, except for taxes on our income. If your payment is overdue, we may (a) charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full, and (b) suspend or terminate the Tech Services. You agree that we may use a third party provider to process the Fees.
6. Term and Termination.
a. If you entered into an Order Form, your use of the Tech Services is authorized for the time period specified in the Order Form. If you did not enter into an Order Form, or if the time period in your Order Form expires, your use of the Tech Services is authorized on and will continue an ongoing month to month basis until terminated in accordance with this Section 6.
b. If your Order Form term is within 30 calendar days of expiration, or you are using the Tech Services on a month to month basis, and in either case you no longer want to use the Tech Services, you can terminate the Terms for any or no reason by providing us with at least 30 calendar days' notice by sending an email to hello@tryhubster.com. After the 30 calendar days' notice period, you will no longer be authorized to use the Tech Services.
c. A party may terminate these Terms upon written notice to the other party in the event that the other party is in breach of these Terms and does not cure such breach within 30 calendar days, or 10 calendar days in the case of non-payment of Fees by you, of notice to the other party thereof. We may terminate these Terms immediately upon written notice to you (i) for your breach of Section 2(a)-(b) or (ii) to comply with a legal requirement or court order, in our reasonable discretion. You may terminate these Terms upon written notice to us in the event that we modify the Terms or Fees and you do not agree to such modifications.
d. Outstanding payment obligation and the following Sections shall survive termination of these Terms: 1, 3, 5-10. Upon termination of these Terms, you agree to immediately return any of our hardware in your possession or control. You agree that we can continue to charge you for the Tech Services until we receive your returned hardware.
e. You and us agree to waive Article 1266 of the Indonesian Civil Code, so that it will not be necessary to go to court or arbitration in order to terminate under this provision.
7. Warranties and Disclaimers.
a. Each party represents and warrants that it: (i) has full power and authority to enter into these Terms; and (ii) will comply with all laws applicable to the provision or use of the Tech Services, as applicable. You further represent and warrant that (1) if you upload any content (including menu items or pictures) to the Tech Services, you have all necessary rights to use such content and doing so will not infringe or misappropriate the intellectual property rights of a third party, (2) the individual signing the Order Form or clicking to accept the Terms has the right to bind Customer, (3) you will not violate any obligations to any third party by entering into and performing under the Terms (e.g. if you have chosen to use one or more Third Party Vendors, you do not maintain an exclusive contractual relationship with such Third Party Vendor), (4) you have the right to use, and allow our use of, Your Data and your authorized Third Party Vendor accounts, including the right to appoint us as your agent to access and use your accounts and Your Data as described in these Terms, and (5) if applicable (e.g. required by the Third Party Vendor), you have provided any notices, obtained any consents and satisfied any other requirements under applicable law and any Third Party Vendor agreement, that are necessary for you and us to access and use Your Data as set forth herein.
b. Your access and use of the Tech Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Tech Services, other actions that we may elect to take, or issues with Third Party Vendors. You agree that we are not liable to you or to any third party for any interruption, modification, suspension, or discontinuance of the Tech Services. We do not make any other commitments or warranties about our Tech Services or how they will perform for you other than as expressly stated in these Terms, unless required under applicable law. We do not provide any implied warranties, such as the implied warranties of non- infringement, merchantability, and fitness for a particular purpose, unless required under applicable law.
8. Indemnity and Limits of Liability.
a. Unless prohibited by applicable law, you agree to indemnify us and our affiliates (including their respective officers, directors, employees, and agents) and hold them harmless against any liabilities, damages, and costs (including reasonable attorney fees and final settlement amounts) from any claims or legal proceedings (including actions by government authorities) arising out of or relating to: (i) your breach of these Terms or any agreement with a Third Party Vendor, (ii) Your Data or the content you provide us, (iii) unlawful use of the Tech Services, or (iv) your gross negligence or willful misconduct.
b. You agree that our total liability arising out of or relating to these Terms and your use of the Tech Services, in the aggregate, is limited to the lesser of (1) IDR5,000,000.00 or (2) the fees that you paid to use the Tech Services in the 12 months before the event giving rise to the liability. You agree that we shall not be responsible for your loss of profits, revenues, business opportunities, goodwill, or anticipated savings, indirect or consequential loss, or punitive damages in connection with your use of the Tech Services or these Terms. This limitation shall not apply to liability due to our gross negligence, willful misconduct, or that otherwise cannot be limited or excluded by applicable law.
9. Miscellaneous. We will send all required notices in these Terms to the email address associated with your account. All notices to us must be sent to legalnotices@tryhubster.com. These Terms, along with the Order Form (if applicable) and our Privacy Policy, contain the entire understanding of the parties regarding your use of the Tech Services, and supersedes all prior and related contemporaneous agreements and understandings. If these Terms conflict with any term in the Order Form, the Order Form will prevail. We have the right to update or change these Terms by providing you with notice and your continued use of the Tech Services shall be your acceptance of those changes. You have certain rights under applicable laws that cannot be limited by these Terms or any contract; these Terms shall not restrict those rights. If you breach these Terms, and we do not take immediate action in response to your breach, we are not waiving any rights we may have, including the right to take action in the future. If a portion of these Terms is deemed invalid or unenforceable, the remainder of these Terms shall remain in effect. These Terms are between only you and us; these Terms do not create any legal rights or obligations for any third party, even if others benefit from that relationship under these Terms.
10. Contracting Entity, Governing Law, and Venue. Depending on where you are domiciled, the table below outlines (a) the entity entering into these Terms on our behalf, (b) the governing law for any dispute arising out of or in connection with these Terms, and (c) the dispute settlement forum having jurisdiction over any such dispute. Each party agrees to the applicable governing law below without regard to the choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable forum below.
If you are domiciled in:
Indonesian
Our entity entering into these Terms is:
PT Jakarta Hubtech Operations
Governing law is:
Indonesian
Dispute settlement forum with exclusive jurisdiction in:
Indonesian National Arbitration Board (Badan Arbitrase Nasional Indonesia or "BANI"), which was established in 1977 and currently having its address at Wahana Graha, 2nd Floor, Jalan