Terms of Service

DinamisAI provides AI-powered software and related services for business operations and customer engagement.

Available functionality may vary depending on the applicable plan, configuration, availability, and agreement.

DinamisAI may modify, improve, add, or discontinue features from time to time, subject to commitments expressly agreed in writing.

Customers may authorize employees, contractors, or other representatives ("Authorized Users") to access the Services.

The Customer is responsible for:

• its Authorized Users and their use of the Services;
• maintaining accurate account information;
• managing appropriate access permissions;
• protecting credentials and other authentication information; and
• promptly notifying DinamisAI of suspected unauthorized access.

Activities performed through a Customer account will be treated as authorized by the Customer unless caused by DinamisAI's proven fault.

Certain Services may be subject to a subscription plan, order form, quotation, proposal, statement of work, or other written agreement ("Order Form").

An Order Form may specify fees, subscription periods, usage limits, service levels, or other commercial terms.

If there is a conflict between applicable documents, specifically negotiated written terms will prevail for the matters they expressly cover.

A separate Data Processing Agreement ("DPA") may apply to the processing of Personal Data.

The Customer is responsible for its use of the Services and must:

• use the Services only for lawful and authorized purposes;
• ensure that information provided through the Services has been lawfully obtained;
• have an appropriate legal basis for processing Personal Data;
• provide notices and obtain consent where required by applicable law;
• comply with applicable communications, marketing, privacy, consumer protection, and anti-spam requirements;
• comply with applicable third-party terms and policies;
• maintain appropriate oversight over its use of the Services; and
• comply with applicable laws and regulations.

The Customer remains responsible for its business decisions and actions taken through or based on the Services.

"Customer Data" means information, content, communications, records, files, and other data submitted to or processed through the Services by or on behalf of the Customer.

As between the parties, the Customer retains its rights in Customer Data.

The Customer authorizes DinamisAI to process Customer Data as reasonably necessary to:

• provide and support the Services;
• perform Customer instructions;
• maintain the security and integrity of the Services; and
• comply with applicable law.

The Customer represents that it has all rights and lawful authority necessary to provide and process Customer Data through the Services.

DinamisAI does not acquire ownership of Customer Data merely by providing the Services.

Personal Data is processed in accordance with the DinamisAI Privacy Notice and, where applicable, an applicable DPA.

The Customer is responsible for ensuring that its collection and use of Personal Data through the Services complies with applicable law.

Where DinamisAI processes Personal Data on behalf of the Customer, DinamisAI will process such data in accordance with applicable contractual obligations and Customer instructions, except where otherwise required by law.

The Services may include artificial intelligence and automated functionality.

Outputs generated or provided through the Services ("Outputs") may not always be accurate, complete, current, or suitable for a particular purpose.

The Customer is responsible for:

• determining whether Outputs are appropriate for their intended use;
• applying appropriate review and oversight;
• verifying material information where appropriate; and
• ensuring that its use of AI and automated functionality complies with applicable law.

DinamisAI does not guarantee any particular commercial, operational, or other result from the use of the Services.

Each party is responsible for complying with obligations applicable to its respective role under laws governing artificial intelligence and automated systems.

Subject to these Terms and applicable law, the Customer may use Outputs generated through the Services for its business purposes.

DinamisAI does not claim ownership of Customer Data merely because it is used in connection with an Output.

DinamisAI retains all rights in the Services and any DinamisAI materials, technology, or intellectual property underlying or incorporated into the Services.

Outputs may not be unique, and the same or similar outputs may be generated for other users.

The Customer is responsible for evaluating whether its use of an Output infringes or otherwise affects third-party rights.

The Services may connect with or depend on services provided by third parties ("Third-Party Services").

Use of Third-Party Services may be subject to separate terms, policies, availability, restrictions, and charges imposed by those providers.

The Customer is responsible for maintaining any accounts, permissions, or authorizations required for Third-Party Services it chooses to use.

DinamisAI is not responsible for outages, restrictions, policy changes, account actions, delivery failures, discontinuation, or other circumstances caused by Third-Party Services outside DinamisAI's reasonable control.

DinamisAI may modify or discontinue an integration where reasonably necessary due to changes affecting a Third-Party Service.

You must not use the Services:

• for unlawful, fraudulent, deceptive, abusive, or harmful activities;
• to send unlawful spam or unauthorized communications;
• to impersonate another person or organization without authorization;
• to unlawfully collect, use, disclose, or process Personal Data;
• to harass, threaten, exploit, or unlawfully discriminate against any person;
• to gain unauthorized access to accounts, systems, networks, or data;
• to introduce malicious code or interfere with the operation or security of the Services;
• to bypass security controls, access restrictions, or usage limits;
• to reverse engineer, decompile, disassemble, or otherwise attempt to derive the Services except where such restriction is prohibited by law;
• to attempt to discover, access, extract, derive, or reproduce non-public components, methods, information, or functionality of the Services;
• to copy, resell, sublicense, or commercially exploit the Services without authorization;
• to use unauthorized access to the Services or non-public aspects of the Services to develop or assist a competing product or service; or
• otherwise in violation of applicable law, these Terms, or applicable third-party requirements.

DinamisAI may investigate suspected violations and take reasonable measures to protect the Services, its Customers, users, and third parties.

The Customer must pay all fees specified in the applicable subscription, Order Form, quotation, or other commercial agreement.

Unless otherwise agreed:

• fees exclude applicable taxes;
• fees incurred are non-cancellable and non-refundable except where required by law;
• usage beyond included limits may result in additional charges; and
• DinamisAI may suspend paid Services for overdue amounts after reasonable notice.

Specific billing, renewal, credit, or cancellation terms may be stated in the applicable commercial agreement.

DinamisAI and its licensors retain all rights, title, and interest in and to the Services and all related intellectual property.

Subject to these Terms and payment of applicable fees, DinamisAI grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for its internal business purposes during the applicable subscription period.

Except as expressly stated in these Terms, no rights or licenses are granted to the Customer.

If the Customer provides suggestions, ideas, or feedback relating to the Services, DinamisAI may use that feedback without restriction or obligation, provided that DinamisAI does not publicly identify the Customer as its source without permission.

Each party may receive non-public information from the other party that is identified as confidential or reasonably should be understood to be confidential ("Confidential Information").

Each party will:

• use Confidential Information only in connection with the parties' business relationship;
• protect it using reasonable care; and
• disclose it only to persons who reasonably need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that:

• becomes publicly available without breach of an obligation;
• was lawfully known before disclosure;
• is lawfully obtained from another source without confidentiality restriction; or
• is independently developed without use of the Confidential Information.

A party may disclose Confidential Information where required by law and, where legally permitted, will provide reasonable notice to the other party.

DinamisAI maintains reasonable technical and organizational measures designed to protect the security of the Services and Customer Data.

The Customer is responsible for security matters under its control, including its users, devices, credentials, permissions, and connected services.

No electronic system or service can be guaranteed to be completely secure.

DinamisAI will use commercially reasonable efforts to operate and maintain the Services.

The Services may occasionally be unavailable due to maintenance, technical issues, security events, third-party failures, force majeure, or circumstances outside DinamisAI's reasonable control.

Unless expressly agreed in an applicable Service Level Agreement ("SLA"), DinamisAI does not guarantee any specific uptime, availability, response time, or service level.

DinamisAI may suspend or restrict access to some or all of the Services where reasonably necessary because of:

• a material breach of these Terms;
• overdue payments;
• suspected fraud or unlawful activity;
• a material security or operational risk;
• material harm to DinamisAI, another Customer, a user, or a third party;
• applicable legal or regulatory requirements; or
• restrictions affecting a Third-Party Service required for the relevant functionality.

Where reasonably practicable, DinamisAI will provide notice and an opportunity to remedy the issue.

DinamisAI may take immediate action where reasonably necessary to prevent imminent security, legal, or operational harm.

These Terms apply for as long as the Customer accesses or uses the Services.

Either party may terminate the Services in accordance with the applicable subscription or written agreement.

DinamisAI may terminate the Services if the Customer:

• materially breaches these Terms and fails to remedy the breach within a reasonable period after notice;
• uses the Services for fraud, abuse, or unlawful activity; or
• creates a material legal, security, or operational risk.

DinamisAI may also terminate where continued provision of the Services would violate applicable law.

Upon termination:

• the Customer's right to access the Services will cease;
• outstanding payment obligations remain due; and
• Customer Data will be handled in accordance with applicable agreements, the Privacy Notice, and applicable law.

Provisions that by their nature should survive termination will remain in effect.

Except as expressly agreed in writing, the Services are provided on an "as is" and "as available" basis.

To the maximum extent permitted by applicable law, DinamisAI disclaims warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and error-free operation.

DinamisAI does not warrant that:

• the Services will always be uninterrupted or error-free;
• Outputs or other information will always be accurate or complete;
• communications or other actions will always be successfully completed;
• Third-Party Services will remain available; or
• use of the Services will produce a particular business result.

The Services do not constitute legal, financial, medical, or other regulated professional advice unless expressly stated otherwise.

To the extent permitted by applicable law, the Customer will defend and indemnify DinamisAI and its affiliates, officers, directors, and personnel against third-party claims, liabilities, penalties, damages, and reasonable costs arising from:

• Customer Data provided or used in violation of applicable law or third-party rights;
• the Customer's unlawful or unauthorized use of the Services;
• communications or activities conducted by the Customer in violation of applicable law;
• failure to obtain required rights, lawful basis, consent, or authorization;
• violation of applicable third-party requirements; or
• the Customer's material breach of these Terms.

This obligation does not apply to the extent the relevant claim was caused by DinamisAI's own breach, negligence, or unlawful conduct.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenues, goodwill, anticipated savings, or business opportunities arising out of or relating to the Services or these Terms.

To the maximum extent permitted by applicable law, DinamisAI's aggregate liability arising out of or relating to the Services or these Terms will not exceed the fees paid or payable by the Customer to DinamisAI during the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot lawfully be excluded or limited.

Any different liability arrangement expressly agreed in writing will prevail for the matters it covers.

The Customer must not access, use, export, or provide access to the Services in violation of applicable trade restrictions, export control laws, sanctions, or similar legal requirements.

The Customer represents that its use of the Services is permitted under laws applicable to it.

Neither party will be liable for delay or failure to perform its obligations, other than payment obligations, where caused by circumstances beyond its reasonable control.

The affected party will use reasonable efforts to mitigate the impact of such circumstances.

DinamisAI may update these Terms from time to time to reflect changes to the Services, applicable law, security requirements, or reasonable business practices.

For material changes affecting Customer rights or obligations, DinamisAI will provide reasonable notice through the Services, email, or another appropriate method.

Updated Terms will become effective on the date stated in the updated Terms or otherwise communicated to the Customer.

Changes will not retroactively modify specifically negotiated contractual commitments unless agreed by the parties.

These Terms are governed by the laws of the Republic of Indonesia, without regard to conflict-of-law principles.

The parties will first attempt in good faith to resolve any dispute arising from or relating to these Terms through consultation.

If a dispute cannot be resolved within thirty (30) days after written notice of the dispute, it will be submitted to the competent courts of Jakarta, Indonesia, unless another dispute resolution mechanism has been expressly agreed in writing.

The Customer may not assign or transfer these Terms without DinamisAI's prior written consent, except as part of a merger, corporate reorganization, or transfer of substantially all of the Customer's relevant business or assets.

DinamisAI may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of business, transfer of substantially all relevant assets, or transfer to an affiliate.

Any other assignment is subject to applicable law.

These Terms may be made available in Bahasa Indonesia, English, or other languages.

Where multiple language versions are provided, they are intended to have the same meaning.

Unless otherwise required by applicable law or expressly agreed in writing, the English version will govern in the event of an inconsistency in interpretation.

These Terms, together with applicable Order Forms, DPAs, and other agreements incorporated by reference, constitute the agreement governing the applicable Services.

If any provision is held invalid or unenforceable, the remaining provisions will remain effective.

Failure to enforce any provision does not constitute a waiver.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship.

Headings are for convenience only and do not affect interpretation.

Questions regarding these Terms may be directed to:

DinamisAI

PT Spesica Lintas Maxima

Indonesia

Email: legal@dinamis.ai