By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Service or use any services. In consideration of the mutual covenants and agreements set forth herein, and the other good and valuable considerations, receipt of which are hereby acknowledged, the parties agree as follows:
Scope of Agreement
Codigo Inc. offers a content management system service to handle your digital product content from basic to advance requirement, it can be also delivered to variative frontend digital platform such as native mobile apps, hybrid mobile apps, desktop & mobile website, all as more particularly described at spotlight.id (the “Service”), and spotlight.id desires to make such Service and its component parts available to Client on the terms and conditions described below.
Description of Services
In consideration of payment of the applicable fees for the subscription plan you select in your order (“Plan”) and subject to the terms and conditions of this Agreement and any limitations stated as part of your Plan (e.g. number of Registered Users (as defined in Section 3.1 below)), Client shall have the non-exclusive, non-transferable, non-assignable, limited right during the applicable period for which Client has subscribed under the Plan to access and use, via its Registered Users, the Service as hosted and made available to Client by spotlight.id (and to use the corresponding documentation), solely to serve Client’s internal business needs and solely within the specific scope and limitations, and for the specific configuration(s), specified in the Plan.
- Availability of Service
spotlight.id will use commercially reasonable efforts to make the Service available to Client twenty-four hours a day, seven days per week, three hundred sixty five days per year, except for certain scheduled service and maintenance or in the event of emergency or events of force majeure. Notwithstanding the foregoing, Sencillo will not be responsible for any downtime or failure to meet such Service availability goals. Sencillo will make good faith efforts to perform service and maintenance to the Service outside peak usage hours. Client acknowledges that availability of the Service may be affected by:
spotlight.id disclaims any and all responsibility for any service interruption in connection with such activity, capacity, failure and/or compatibility. Client is responsible for providing all equipment and telecommunication services necessary to access the Service.
- telecommunication network activity or capacity;
- hardware failures; and/or
- compatibility with third party communication equipment, Internet access software and/or browsers not in accordance with the Service requirements.
- Subscription to our Service (Registration and Account)
- You must be 13 years or older to use this Service.
- You must be a human. Accounts registered by bots or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. You represent and warrant that any and all information you provide to spotlight.id is accurate and complete in all respects.
- You are responsible for maintaining the security of your account and password. spotlight.id cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others, including without limitation those who have accounts under your account).
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any applicable laws (including but not limited to copyright laws). You may not sublicense or otherwise transfer your Account or use of the Service. You are solely responsible for all use of the Service through your Account.
- Modification to Service
PT. Codigo Cyberlin Metadata reserves the right to change the Service (including the content, appearance, design, functionality and all other aspects thereof), access procedures, tools, web technologies, documentation, format requirements, communications protocols and services offered at any time for any reason with or without notice
- Customer Service, Training and Technical Support
We will provide Client with customer support for the Service through our support portal. we will further provide Client with our helpdesk (reasonable e-mail customer support) during our business hours. We does not guarantee that the support will be available or will respond within a prescribed period or that we will make the Service work for Client’s purposes, on Client’s system or resolve all problems in connection therewith.
- Right to remove
spotlight.id has the right in its sole discretion to remove or block any text, images, artwork, technology and other content, data, information, materials and other items provided or made available to Sencillo Inc. or stored on or uploaded to the Service by Client (“Client Materials”) at any time where :
- such Client Materials violate applicable laws, regulations, orders, or is in violation of spotlight.id applicable policies and procedures, including without limitation any acceptable use policies
- removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, Sencillo, or any third party; or
- in order to respond to law enforcement or any other governmental authority.
Client acknowledges that use of the Service requires that it register with spotlight.id and select a Plan. Client shall cause all employees or subcontractors of Client authorized to access the Service (“Users”) to register to have access to the Service (“Registered Users”). Client shall cause each Registered User to (a) provide true, accurate, current and complete information about the User prompted by the registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Sencillo has the right to suspend or terminate any Registered User account and refuse any and all current or future use of the Service (or any portion thereof) to anyone that provides false or inaccurate data. Each Registered User is entirely responsible for the security and confidentiality of such User’s password and account. Client and each Registered User are entirely responsible for any and all activities that occur under that Registered User’s account. Client shall immediately notify sencillo of any unauthorized use of a Registered User’s account or any other breach of security of which Client becomes aware.
- Accuracy and Review of client material
Client assumes sole responsibility for: (a) the Client Materials; and (b) ensuring that the Client Materials do not infringe or violate any right of any third party.
spotlight.id will make commercially reasonable efforts to back up the Service, including Client Materials. Notwithstanding the foregoing, Client is responsible for saving all data, prototypes, work in progress, and apps to its own storage. Sencillo disclaims any and all responsibility for any loss of data, prototypes, work in progress, or apps from the Service. Client acknowledges that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. To the extent within its control, Client is responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Client is also responsible for complying with all local, state, and federal laws pertaining to the upload, use and disclosure of any data or Client Materials. In the event of termination or expiration of this Agreement or disconnection of the Service, spotlight.id may delete or store, in its discretion, any files, programs, data or messages associated with Client’s account.
As between spotlight.id and Client, spotlight.id (or its licensors) is the sole and exclusive owner, and will retain all right, title and interest in and to the Service, including without limitation all of the software comprising any portion thereof and all related services, specifications, documentation, technical information, corrections, modifications, additions, improvements and enhancements to and all intellectual property rights in the foregoing. As between spotlight.id and Client, the Client Materials and any projects completed by Client using spotlight.id service shall be and remain the sole and exclusive property of Client. As between spotlight.id and Client, all data analytics and aggregated data generated from Client’s use of the Service shall be the sole and exclusive property of spotlight.id. spotlight.id shall have the right to use, create derivative works of, distribute and otherwise exploit, all such data analytics and anonymous, aggregate usage data derived from Client Materials such as the aggregate number of whole article that was created and delivered with spotlight.id. spotlight.id may also use Client Materials and any projects completed by Client for internal research purpose
Term and Terminations
The initial term of this Agreement shall be for a period of one (1) year following the Effective Date. Thereafter, this Agreement shall automatically renew for consecutive one (1) year periods unless terminated by written notice by a party at least 30 days before the expiration of the then current term.
spotlight.id may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your spotlight.id account (if you have one), you may simply discontinue using the Service. Sencillo Inc. can terminate the Service immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Each party represents and warrants to the other party that (i) such party has the full corporate right, power and authority to enter into this Agreement and to perform that acts required of it hereunder; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which such party is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
You agree to indemnify and hold harmless spotlight.id, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.
Each party acknowledges and agrees that it (and its subcontractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to each other’s Confidential Information. Each party shall hold confidential all Confidential Information and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. Each party shall use reasonable measures and reasonable efforts to provide protection for each other’s Confidential Information, including measures at least as strict as those each party uses to protect its own Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors to sign a non-disclosure agreement before obtaining access to the other party’s Confidential Information and such other measures as the party takes to protect its Confidential Information or trade secrets in the course of its business. “Confidential Information” means information in the possession or under the control of a party relating to the technical, marketing, product and/or business affairs or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form, Client Materials, source code and information pertaining to usage and design of the Service, and the terms and conditions of this Agreement.
The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.
Because of the unique nature of each party’s proprietary materials, each party understands and agrees that the other party will suffer irreparable injury in the event that a party fails to comply with any of the terms of this Section 11, and that monetary damages may be inadequate to compensate for such breach. Accordingly, each party agrees that the other party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief, without posting a bond, to enforce the terms of this Agreement against any actual or threatened breach of this Section 11.
Unless otherwise specifically provided in this Agreement, every notice or other communications required or permitted under this Agreement shall be valid only if in writing and shall be delivered either by personal delivery; by nationally recognized overnight courier service; or by certified or registered mail, return receipt requested, addressed to the names and addresses of each party set forth on the corresponding registration materials.
This Agreement constitutes the entire agreement between spotlight.id and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of spotlight.id, or by the posting by spotlight.id. of a revised version of this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Service will be governed by the laws of the state of Jakarta, Indonesia., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Jakarta, Indonesia. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Jakarta, Indonesia, in the Indonesian language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; spotlight.id. may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.