Terms of Service

Welcome to Nobridge. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and PT Vav Technologies Indonesia, operating under the name Nobridge ("Nobridge," "Company," "we," "us," "our"), governing your access to and use of the Nobridge website, platform, applications, tools, and all related services (collectively, the "Platform" or "Services"). By accessing or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Platform and Services.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, DISCLAIMERS OF WARRANTIES, AND DISPUTE RESOLUTION PROVISIONS.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Account" means the registered user account created by a User on the Platform.
• "Advisory Services" means the mergers and acquisitions advisory, consulting, deal-structuring, valuation, due-diligence coordination, negotiation support, and related professional services provided by Nobridge.
• "Buyer" means any individual, entity, or organization that accesses the Platform with the intent to acquire, invest in, merge with, or otherwise transact with respect to a business or business assets listed on the Platform.
• "Confidential Information" means any non-public information disclosed by one party to another in connection with the use of the Platform or Advisory Services, including but not limited to business plans, financial data, customer lists, trade secrets, proprietary methodologies, valuations, deal terms, and any materials marked as confidential or that a reasonable person would understand to be confidential.
• "Content" means all text, data, images, graphics, videos, documents, files, listings, valuations, analyses, reports, and any other materials uploaded, submitted, posted, or transmitted by Users through the Platform.
• "Deal" or "Transaction" means any merger, acquisition, divestiture, investment, joint venture, partnership, asset purchase, equity transfer, or similar business transaction facilitated through or in connection with the Platform.
• "Intellectual Property" means all patents, copyrights, trademarks, service marks, trade names, domain names, trade secrets, know-how, proprietary processes, software, algorithms, databases, designs, and any other intellectual property rights.
• "Listing" means any business-for-sale, investment opportunity, or acquisition opportunity posted on the Platform by a Seller or by Nobridge on behalf of a Seller.
• "Marketplace" means the online marketplace functionality of the Platform through which Sellers may list businesses and Buyers may browse, evaluate, and express interest in such businesses.
• "NDA" means a non-disclosure agreement, whether entered into electronically through the Platform or via separate written instrument.
• "Party" or "Parties" means Nobridge and/or the User, as the context requires.
• "Seller" means any individual, entity, or organization that lists a business, business assets, or investment opportunity for sale or seeks advisory services in connection with a potential sale or transaction on the Platform.
• "SME" means small and medium-sized enterprises, as commonly understood in the relevant Asian jurisdictions.
• "User" means any individual, entity, or organization that accesses, registers on, or uses the Platform, including but not limited to Buyers, Sellers, advisors, intermediaries, and any other visitors.

2. Eligibility

2.1 Age and Capacity

You must be at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts under the laws of your jurisdiction to use the Platform. By using the Platform, you represent and warrant that you meet these requirements.

2.2 Entity Users

If you are accessing or using the Platform on behalf of a company, corporation, partnership, limited liability company, trust, or other legal entity, you represent and warrant that you have the full authority to bind such entity to these Terms. In such cases, "you" and "your" refer to both you individually and the entity you represent.

2.3 Restricted Persons

You may not use the Platform if you are: (a) located in, or a resident of, a country or territory subject to comprehensive international sanctions; (b) designated on any applicable government restricted-party list; (c) previously suspended, removed, or banned from the Platform by Nobridge; or (d) otherwise prohibited by applicable law from engaging in the activities contemplated by the Platform.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Platform, you must create an Account by providing accurate, current, and complete information as prompted by the registration form. You agree to update your information promptly to maintain its accuracy.

3.2 Account Security

You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your password and any authentication tokens. You agree to immediately notify Nobridge at Business@nobridge.co of any unauthorized access to or use of your Account.

3.3 Account Responsibility

You are fully responsible for all activities that occur under your Account, whether or not authorized by you. Nobridge shall not be liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

3.4 Verification

Nobridge may, at its sole discretion, require identity verification, business verification, or additional documentation before granting access to certain features, listings, or Advisory Services. Verification by Nobridge does not constitute an endorsement, guarantee, or representation regarding any User, Listing, or Transaction.

3.5 One Account Per User

Each individual or entity may maintain only one Account unless expressly authorized by Nobridge in writing. Nobridge reserves the right to merge, suspend, or terminate duplicate Accounts without notice.

4. Platform Use and Acceptable Conduct

4.1 Permitted Use

The Platform is provided solely for legitimate business purposes related to mergers, acquisitions, investments, divestitures, and related business transactions involving SMEs in Asia. You agree to use the Platform only for its intended purposes and in compliance with all applicable laws, regulations, and these Terms.

4.2 Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful, fraudulent, deceptive, or abusive purpose;
• Submit false, misleading, or inaccurate information, including in any Listing, financial disclosure, or registration;
• Circumvent, disable, or interfere with any security features of the Platform;
• Attempt to reverse-engineer, decompile, disassemble, or otherwise extract the source code of the Platform;
• Scrape, crawl, spider, harvest, or use any automated means to access the Platform or collect data from it without express written authorization from Nobridge;
• Transmit any viruses, malware, worms, Trojan horses, or other harmful or disruptive code;
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
• Contact Users, Sellers, or Buyers directly to circumvent Nobridge's role as intermediary or to avoid applicable fees (commonly known as "deal jumping");
• Use information obtained through the Platform for any purpose other than evaluating a potential Transaction through Nobridge;
• Engage in any activity that could damage, disable, overburden, or impair the Platform's servers or networks;
• Harass, threaten, defame, or intimidate any User, Nobridge employee, or third party;
• Solicit or recruit Users of the Platform for competing services or platforms;
• Violate any applicable anti-money laundering, anti-corruption, anti-bribery, or sanctions laws;
• Use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Platform.

4.3 Monitoring and Enforcement

Nobridge reserves the right, but is not obligated, to monitor, review, or investigate any User activity on the Platform. Nobridge may, at its sole discretion and without prior notice, remove Content, restrict access, suspend or terminate Accounts, or take any other action it deems necessary to enforce these Terms or protect the Platform, its Users, or third parties.

5. Advisory Services

5.1 Nature of Advisory Services

Nobridge provides M&A advisory services to assist Buyers and Sellers in structuring, evaluating, negotiating, and consummating Transactions. Advisory Services may include, but are not limited to, business valuations, deal structuring, due-diligence coordination, financial analysis, buyer/seller matching, negotiation support, and post-transaction integration consulting.

5.2 No Guarantee of Outcome

Nobridge does not guarantee, warrant, or represent that any Transaction will be successfully completed, that any particular valuation or price will be achieved, or that Advisory Services will produce any specific outcome. All Advisory Services are provided on a best-efforts basis. The success of any Transaction depends on numerous factors beyond Nobridge's control, including market conditions, the performance of the target business, regulatory approvals, and the cooperation of the parties involved.

5.3 Not Legal, Tax, or Accounting Advice

Advisory Services provided by Nobridge do not constitute legal, tax, accounting, regulatory, or investment advice. You are strongly encouraged to retain your own qualified legal, tax, accounting, and other professional advisors in connection with any Transaction. All decisions regarding Transactions are made solely by the parties involved, and Nobridge assumes no liability for such decisions.

5.4 Engagement Terms

Specific Advisory Services may be subject to separate engagement letters, service agreements, or statements of work. In the event of any conflict between such separate agreements and these Terms, the terms of the separate agreement shall prevail with respect to the specific Advisory Services covered therein.

5.5 Reliance on Information

In providing Advisory Services, Nobridge relies upon information provided by Users, Sellers, Buyers, and third parties. Nobridge does not independently verify all such information and makes no representations or warranties regarding its accuracy, completeness, or reliability. You acknowledge that any valuation, analysis, or recommendation provided by Nobridge is based on the information available at the time and is subject to the limitations inherent in such information.

6. Marketplace

6.1 Listing Accuracy

Sellers are solely responsible for the accuracy, completeness, legality, and truthfulness of all information contained in their Listings, including but not limited to financial data, revenue figures, EBITDA, cash flow, customer data, employee information, asset descriptions, and any other material facts. Nobridge does not independently verify Listing information and shall not be liable for any inaccuracies, omissions, or misrepresentations.

6.2 No Endorsement

The inclusion of any Listing on the Platform does not constitute an endorsement, recommendation, or guarantee by Nobridge of the Listing, the underlying business, the Seller, or the viability of any Transaction. Nobridge expressly disclaims all responsibility for the quality, safety, legality, or any other aspect of any business or opportunity listed on the Platform.

6.3 Buyer Due Diligence

Buyers are solely responsible for conducting their own thorough and independent due diligence before entering into any Transaction. This includes, without limitation, independent verification of all financial, legal, operational, regulatory, and commercial aspects of the target business. Nobridge shall not be liable for any Transaction entered into by a Buyer based on information provided on or through the Platform.

6.4 Intermediary Role

Nobridge acts as an intermediary and facilitator. Nobridge is not a party to any Transaction between Buyers and Sellers unless explicitly stated in a separate written agreement. Nobridge does not own, operate, manage, or control any businesses listed on the Platform.

6.5 Removal of Listings

Nobridge reserves the right to remove, modify, or decline to publish any Listing at its sole discretion, for any reason or no reason, including but not limited to Listings that violate these Terms, contain inaccurate information, or are deemed inappropriate.

7. Confidentiality and Non-Disclosure

7.1 Confidentiality Obligations

All Confidential Information exchanged between the Parties in connection with the Platform or any Transaction shall be kept strictly confidential and shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as: (a) required by applicable law, regulation, or court order; (b) disclosed to professional advisors bound by confidentiality obligations; or (c) otherwise permitted under a separate NDA.

7.2 Platform-Based NDAs

Nobridge may require Users to execute NDAs through the Platform before accessing certain Confidential Information, detailed Listing data, or engaging in discussions with counterparties. Such NDAs are legally binding agreements and survive the termination of your Account or these Terms.

7.3 No Unauthorized Use

You agree not to use any Confidential Information obtained through the Platform for any purpose other than evaluating a specific Transaction through Nobridge. You shall not use Confidential Information to compete with the disclosing party, solicit their customers or employees, or for any other unauthorized purpose.

7.4 Return or Destruction

Upon termination of your Account, completion or abandonment of a Transaction, or upon request by Nobridge or the disclosing party, you shall promptly return or destroy all Confidential Information in your possession and certify such return or destruction in writing upon request.

7.5 Equitable Relief

You acknowledge that any breach of the confidentiality obligations herein may cause irreparable harm to Nobridge or the disclosing party for which monetary damages would be an inadequate remedy. In the event of any such breach or threatened breach, the aggrieved party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of posting a bond or proving actual damages.

7.6 Nobridge Confidential Information

Without limiting the foregoing, all proprietary methodologies, algorithms, pricing structures, fee arrangements, client lists, deal pipelines, internal analyses, and business strategies of Nobridge constitute Confidential Information of Nobridge and may not be disclosed, reproduced, or used without Nobridge's express written consent.

8. Intellectual Property

8.1 Nobridge IP

The Platform, including all software, algorithms, code, databases, designs, graphics, user interfaces, text, images, logos, trademarks, service marks, trade names, and all other content, materials, and Intellectual Property contained therein (collectively, "Nobridge IP"), are the exclusive property of Nobridge and/or its licensors and are protected by applicable intellectual property laws. No rights in or to Nobridge IP are granted to you except for the limited license expressly set forth in these Terms.

8.2 Limited License

Subject to your compliance with these Terms, Nobridge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purposes. This license does not include any right to: (a) modify, adapt, or create derivative works of the Platform or Nobridge IP; (b) sell, license, distribute, or commercially exploit the Platform or Nobridge IP; (c) use any data mining, robots, scraping, or similar data-gathering tools; or (d) use the Platform for any purpose not expressly permitted by these Terms.

8.3 Trademarks

The Nobridge name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Nobridge or its affiliates. You may not use such marks without the prior written permission of Nobridge. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

8.4 Feedback

If you provide Nobridge with any feedback, suggestions, ideas, improvements, or other input regarding the Platform or Services ("Feedback"), you hereby irrevocably assign to Nobridge all right, title, and interest in and to such Feedback. Nobridge shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit Feedback without obligation or restriction of any kind.

9. Fees and Payments

9.1 Fee Structure

Certain features of the Platform and Advisory Services may be subject to fees, including but not limited to advisory fees, success fees, retainer fees, subscription fees, listing fees, and transaction-based fees. The applicable fee structure will be communicated to you prior to your use of fee-based services and may be set forth in a separate engagement agreement.

9.2 Payment Terms

All fees are due and payable in accordance with the payment terms specified in the applicable fee schedule or engagement agreement. Unless otherwise agreed in writing, all fees are non-refundable. You are responsible for all applicable taxes, duties, levies, and withholdings associated with the fees.

9.3 Success Fees and Tail Provisions

Where Advisory Services are provided on a success-fee basis, the success fee shall be payable upon the closing of the applicable Transaction. Nobridge's entitlement to a success fee shall survive the termination of these Terms or any engagement agreement if a Transaction closes with a party introduced by or through Nobridge within twenty-four (24) months following such termination (the "Tail Period"). The Tail Period applies regardless of whether Nobridge was directly involved in the negotiation or closing of the Transaction.

9.4 Late Payments

Late payments shall accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. You shall also be responsible for all costs of collection, including reasonable attorneys' fees and court costs.

9.5 No Circumvention

You agree not to circumvent Nobridge's fee arrangements by dealing directly with any party introduced through the Platform or Advisory Services. Any attempt to circumvent Nobridge's fees shall entitle Nobridge to the full fee that would have been payable had the Transaction been completed through Nobridge, plus any additional damages, costs, and expenses incurred.

10. User Content

10.1 Ownership

You retain ownership of the Content you submit to the Platform, subject to the license grants set forth herein.

10.2 License Grant to Nobridge

By submitting Content to the Platform, you grant Nobridge a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display, and create derivative works of such Content in connection with the operation, promotion, and improvement of the Platform and Services. This license survives the termination of your Account.

10.3 Representations Regarding Content

You represent and warrant that: (a) you own or have the necessary rights, licenses, and permissions to submit the Content and grant the foregoing license; (b) the Content does not infringe, misappropriate, or violate any third-party Intellectual Property, privacy, publicity, or other rights; (c) the Content is accurate, truthful, and not misleading; and (d) the Content complies with all applicable laws, regulations, and these Terms.

10.4 Content Removal

Nobridge reserves the right to remove, modify, or disable access to any Content at any time and for any reason, without prior notice or liability.

11. Disclaimers of Warranties

THE PLATFORM, SERVICES, ADVISORY SERVICES, MARKETPLACE, AND ALL CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOBRIDGE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, OR SUITABILITY OF THE PLATFORM, SERVICES, OR ANY CONTENT;
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES REGARDING THE ACCURACY OF ANY VALUATION, FINANCIAL ANALYSIS, PROJECTION, OR RECOMMENDATION PROVIDED THROUGH THE ADVISORY SERVICES;
• WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, OR CREDITWORTHINESS OF ANY BUYER, SELLER, OR OTHER USER;
• WARRANTIES THAT ANY TRANSACTION WILL BE SUCCESSFULLY COMPLETED OR PRODUCE ANY PARTICULAR RESULT.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NOBRIDGE OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOBRIDGE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "NOBRIDGE PARTIES") BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR ANTICIPATED SAVINGS;
• LOSS OF DATA OR BUSINESS INTERRUPTION;
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• DAMAGES ARISING FROM ANY TRANSACTION, DEAL, OR BUSINESS DECISION MADE IN RELIANCE ON THE PLATFORM OR ADVISORY SERVICES;
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF YOUR CONTENT, DATA, OR TRANSMISSIONS;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT NOBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE NOBRIDGE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO NOBRIDGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

12.3 Essential Basis of the Bargain

You acknowledge and agree that the disclaimers and limitations of liability set forth in these Terms reflect a reasonable and fair allocation of risk between the Parties, and that such limitations form an essential basis of the bargain between the Parties. Nobridge would not be able to provide the Platform and Services to you on an economically reasonable basis without these limitations.

12.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or the limitation of liability for certain types of damages. In such jurisdictions, the liability of the Nobridge Parties shall be limited to the fullest extent permitted by applicable law.

13. Indemnification

13.1 User Indemnification

You agree to defend, indemnify, and hold harmless the Nobridge Parties from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use of the Platform or Services;
• Your Content or Listings;
• Your breach or alleged breach of these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• Any Transaction you enter into through or in connection with the Platform;
• Any misrepresentation or inaccuracy in information you provide;
• Any dispute between you and any other User, Buyer, Seller, or third party;
• Your breach of any confidentiality or non-disclosure obligations;
• Any claim that your Content infringes or misappropriates third-party Intellectual Property or other rights.

13.2 Indemnification Procedure

Nobridge shall promptly notify you of any claim subject to indemnification and shall have the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Nobridge. You agree to cooperate fully with Nobridge in the defense of any such claim. You shall not settle any claim without Nobridge's prior written consent.

14. Dispute Resolution

14.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the Services (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good faith negotiation for a period of thirty (30) days from the date one Party notifies the other in writing of the Dispute.

14.2 Mediation

If the Dispute is not resolved through negotiation, the Parties agree to submit the Dispute to mediation administered by a mutually agreed-upon mediator or mediation institution before commencing any arbitration or legal proceeding. The costs of mediation shall be shared equally by the Parties.

14.3 Arbitration

If the Dispute is not resolved through mediation within sixty (60) days, either Party may submit the Dispute to final and binding arbitration. The arbitration shall be conducted in accordance with the arbitration rules of the Indonesian National Board of Arbitration (BANI) or such other arbitration institution as mutually agreed. The seat of arbitration shall be Jakarta, Indonesia. The arbitration shall be conducted in English by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.5 Injunctive Relief

Notwithstanding the foregoing, Nobridge may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Nobridge's Intellectual Property, Confidential Information, or other proprietary rights.

15. Termination

15.1 Termination by You

You may terminate your Account at any time by contacting Nobridge at Business@nobridge.co. Termination of your Account does not relieve you of any obligations incurred prior to termination, including any outstanding fees, confidentiality obligations, or indemnification obligations.

15.2 Termination by Nobridge

Nobridge may suspend, restrict, or terminate your Account and access to the Platform at any time, for any reason or no reason, with or without notice, and without liability. Reasons for termination may include, but are not limited to: breach of these Terms, suspected fraudulent or unlawful activity, extended inactivity, non-payment of fees, or any conduct that Nobridge deems harmful to the Platform, its Users, or its business.

15.3 Effects of Termination

Upon termination of your Account: (a) your license to access and use the Platform immediately ceases; (b) you must cease all use of the Platform and destroy or return all Confidential Information in your possession; (c) Nobridge may delete your Account, Content, and data, without any obligation to retain or provide copies thereof; and (d) any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 7, 8, 9, 10, 11, 12, 13, 14, 16, and 17.

15.4 No Liability for Termination

Nobridge shall not be liable to you or any third party for any termination or suspension of your Account or access to the Platform.

16. Data Protection and Privacy

16.1 Privacy Policy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy carefully for information about how we collect, use, disclose, and protect your personal data.

16.2 Consent to Data Processing

By using the Platform, you consent to the collection, processing, storage, and transfer of your personal data as described in the Privacy Policy. You acknowledge that your data may be transferred to and processed in countries other than your country of residence, which may have different data protection laws.

16.3 Data Accuracy

You are responsible for ensuring that any personal data you provide to Nobridge is accurate, complete, and up to date. Nobridge shall not be liable for any consequences resulting from inaccurate, incomplete, or outdated personal data provided by you.

16.4 Compliance with Data Protection Laws

You agree to comply with all applicable data protection and privacy laws in connection with your use of the Platform and the provision of any personal data through the Services. It is your responsibility to ensure that your use of the Platform and any data you provide complies with the laws applicable in your jurisdiction.

16.5 Third-Party Data

If you provide personal data of any third party to Nobridge through the Platform, you represent and warrant that you have obtained all necessary consents and authorizations from such third parties, and that Nobridge's use of such data as contemplated by these Terms and the Privacy Policy will not violate any applicable law or third-party right.

17. Governing Law and Jurisdiction

17.1 Governing Law

These Terms and any Dispute arising out of or relating to these Terms, the Platform, or the Services shall be governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to its conflict of laws principles.

17.2 Jurisdiction

Subject to the arbitration provisions in Section 14, the courts of the Republic of Indonesia shall have exclusive jurisdiction over any legal proceedings arising out of or relating to these Terms that are not subject to arbitration. You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum or lack of personal jurisdiction.

18. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

19. Force Majeure

Nobridge shall not be liable for any failure or delay in performing any obligation under these Terms if such failure or delay results from circumstances beyond Nobridge's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, strikes, labor disputes, fire, flood, earthquake, power failures, internet or telecommunications failures, cyberattacks, or any other event beyond Nobridge's reasonable control. During such events, Nobridge's obligations shall be suspended for the duration of the force majeure event.

20. Modifications to Terms

20.1 Right to Modify

Nobridge reserves the right to modify, amend, supplement, or replace these Terms at any time and at its sole discretion. Modified Terms shall be effective upon posting on the Platform or upon notification to you, whichever occurs first.

20.2 Notification

Nobridge will make reasonable efforts to notify you of material changes to these Terms, including by posting a notice on the Platform, sending an email to the address associated with your Account, or through other reasonable means.

20.3 Acceptance Through Continued Use

Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately cease all use of the Platform and terminate your Account.

21. Waiver

The failure of Nobridge to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if made in writing and signed by an authorized representative of Nobridge. A waiver of any provision on one occasion shall not be deemed a waiver of such provision on any subsequent occasion.

22. Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without Nobridge's prior written consent. Nobridge may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction and without notice to you, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

23. Third-Party Links and Services

The Platform may contain links to third-party websites, services, or resources. Nobridge does not control, endorse, or assume any responsibility for the content, privacy policies, practices, or availability of any third-party websites or services. Your interactions with third-party websites and services are solely between you and the third party, and Nobridge shall not be liable for any damage or loss caused by or in connection with your use of or reliance on any third-party content, goods, or services.

24. Electronic Communications and Notices

By using the Platform and creating an Account, you consent to receive electronic communications from Nobridge, including emails, notifications, and messages through the Platform. You agree that all agreements, notices, disclosures, and other communications that Nobridge provides to you electronically satisfy any legal requirement that such communications be in writing. Notices to Nobridge must be sent to Business@nobridge.co and shall be deemed received upon actual receipt.

25. Entire Agreement

These Terms, together with the Privacy Policy, any applicable NDAs, and any separate engagement agreements or service agreements executed between you and Nobridge, constitute the entire agreement between you and Nobridge regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written, between the Parties with respect to such subject matter. In the event of any conflict between these Terms and a separate engagement agreement, the terms of the separate engagement agreement shall prevail with respect to the subject matter covered therein.

26. Anti-Circumvention

You acknowledge and agree that Nobridge invests significant resources in identifying, evaluating, and facilitating Transactions and introductions between parties. You agree not to directly or indirectly circumvent, avoid, bypass, or obviate the intent of these Terms, including but not limited to dealing directly or indirectly with any party introduced through the Platform without Nobridge's involvement, using intermediaries or third parties to effect introductions originally facilitated by Nobridge, or structuring a Transaction to avoid or reduce fees payable to Nobridge. Any breach of this provision shall entitle Nobridge to the full fees that would have been payable, plus all damages, costs, and expenses (including reasonable attorneys' fees) incurred as a result of such circumvention.

27. Relationship of the Parties

Nothing in these Terms shall be construed to create a joint venture, partnership, employment, fiduciary, or agency relationship between Nobridge and any User. Nobridge is an independent contractor, and neither Party has the authority to bind the other or incur obligations on the other's behalf without prior written consent.

28. Compliance with Laws

You agree to comply with all applicable local, national, and international laws, regulations, and rules in connection with your use of the Platform, including without limitation all applicable anti-money laundering laws, anti-bribery and anti-corruption laws, sanctions and export control laws, tax laws, securities laws, and data protection laws. It is your sole responsibility to determine which laws apply to your use of the Platform and to ensure full compliance therewith.

29. Limitation Period

To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, the Platform, or the Services must be filed within one (1) year after such claim or cause of action arose, or the claim shall be permanently barred.

30. Contact Information

If you have any questions, concerns, or notices regarding these Terms, please contact us at:

PT Vav Technologies Indonesia (operating as Nobridge)
Email: Business@nobridge.co

By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.