Agreement between CloudDIke, Exams of Law

Download Agreement between CloudDIke and more Exams Law in PDF only on Docsity! CLOUDIKE SERVICES AGREEMENT No. 142/SCC/ICLO/A/18 This Cloudike Services Agreement (the "Agreement") is made and entered into effective as of 4" April, 2018 (the "Effective Date"), by and between CLOUDIKE INC., a Delaware corporation and having its registered and principal place of business at 1521 Concord Pike #303 Street, Wilmington, DE, 19803, USA (“Cloudike”), and PT Sigma Cipta Caraka, a company organized and existing under the laws of the Indonesia and having its principal place of business at JI. Kapt. Soebijanto Dj. Bumi Serpong Damai Tangerang Selatan City 15321, Indonesia (“Telkomsigma” or “Partner”). 1. DEFINITIONS 1.1 As used in this Agreement, the following capitalized terms have the meanings given below: a) “Cloudike Software” means any software, data, materials, content and printed and any accompanying documentation (in whatever form and on whatever medium) developed and provided by Cloudike or its affiliates in connection with the Cloudike Service. b) “Cloudike Service” means Personal Cloud Storage Service, i-c. service for storing and accessing personal data on the remote storage accessible via Internet, which is more specifically described in detail in Cloudike Service Description Annex to this agreement. c) “Services” means interchangeably Cloudike Service, Customization Services, Setup Services, Support and Maintenance Services, as described in this Agreement and its Annex. d) “Branded Service” means a Telkomsigma Marks (as defined below) version of the Cloudike Service customized for Telkomsigma and made available by Telkomsigma to its Subscribers for their personal, non-commercial purposes and accessible via the App (as defined below); e) “Branded Service Terms of Use” means the terms of use for the Branded Service equivalent to Cloudike’s Partner Agreement that each End Users must accept prior to receiving access to the Branded Service in order to access and use the Branded Service, as such agreement may be updated by written agreement of the parties from time to time; The Branded Service Terms of Use will be provided in both English and Bahasa Indonesian language. At its sole expense Telkomsigma may cause this the Branded Terms of Service to be translated into the Bahasa Indonesia language. In the event of any inconsistency or difference in understanding, meaning or interpretation between the English and Bahasa Indonesia language versions, the English language version shall prevail and the Indonesian language version shall be deemed to be automatically amended to conform with and be consistent with the English language version.“End Users” means Telkomsigma subscriber or Partner who has (i) agreed to the Branded Service Terms of Use. 1.2 Words importing the singular shall include the plural and vice versa. 1.3 References to a “person” include any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having a separate legal personality) or two or more of the foregoing. 1.4 In the event of any conflict or ambiguity within or between the provisions of this Agreement and the documents attached to or referred to herein, this Agreement shall prevail. Page 1 of 22 CLOUDIKE SERVICES AGREEMENT ff 2. SCOPE OF WORK a) Cloudike takes a responsibility to provide Partner and its End Users a Personal Cloud Storage Service (the “Cloudike Service”), as described in Cloudike Service Description Annex to this agreement. b) During the term of this Agreement, Cloudike will provide (i) Setup Services, (ii) Customization Services, (iii) Support and Maintenance Services to the Partner. c) Parameters of Setup Services are described in Setup Services Description Annex to this Agreement. d) Parameters of Customization Services are described in Customization Services Description Annex to this Agreement. e) Parameters of Support and Maintenance Services are described in Support and Maintenance Services Description Annex to this Agreement, 2,1 PURCHASE ORDER a) Cloudike shall not entertain any verbal order from Partner. It is clearly understood by the Cloudike that all Services to be performed by Cloudike pursuant to this Agreement shall be undertaken by way of Purchase Orders issued by the Partner, at its absolute discretion, to the Cloudike. No Services will be carried out by the Cloudike unless and until the Purchase Orders are issued by the Partner. If Cloudike undertakes any Services in the absence of a Purchase Order, then Cloudike shall do so at its own risk and Partner shall not be liable for anything whatsoever against or in relation to such Services. b) Within 5 (five) Business Days after receiving notification (via mail or electronic communications) upon the Purchase Order notification date, Cloudike must check the technical specification and all requirements, and should notify Partner immediately of any discrepancies or issues. Any cost or liability arising from an incorrect Purchase Order due to Cloudike’s failure to so notify Partner shall be borne by Cloudike. ¢) Cloudike shall acknowledge each of a Purchase Order that are placed by the Partner, which refers to this Agreement, by latest 14 (fourteen) Business Days upon Order notification date within Partner’s procurement system. The Cloudike must not reject a Purchase Order which has been issued by Partner. d) The terms and conditions of this Agreement shall apply to all Purchase Order issued by Partner to the Cloudike. Any differences of the terms and conditions between the Purchase Order and this Agreement, then the terms and conditions specified in this Agreement shall prevail. e) Any additional customization is handled as purchase orders and will be subject to a fee of USD45 per hour rate for remote delivery, and USD67.50 per hour rate for on- site delivery. Cost for on-site work travel expenses will covered by the Partner separately under Telkomsigma’s standards. Purchase orders requested in this manner are subject to an annual maintenance fee of 20% of purchase order cost. The maintenance fee for these purchase orders is discounted 100% for the first year of maintenance. Page 2 of 22 CLOUDIKE SERVICES AGREEMENT nt PARTNER Telkomsigma J. Kapt. Subijanto Dj, Bumi Serpong Damai Tangerang Selatan City 15321, Indonesia Attn.: VP Cloud & Retail Business Solution Cloudike Mail address (US): Cloudike Inc. 548 Market St 8291, San Francisco, CA 94104-5401, USA Courier address (Russia subsidiary): Cloudike Inc., Russia 117461, Kakhovka st. 10 korp. 3, Moscow, Russia Attn: ASD Technologies LLC, Cloudike company Email: team@cloudike.com d) Cloudike shall provide relevant analytics and/or reports to allow Partner to monitor usage of the Service. These shall include: - Usage: % active users in last 30 days - Capacity: average GBs per user per tier - File types: % of photos / videos / music / etc - Devices used to store & access - Put-Get ratio (Detail Usage per user) 5. COMPENSATION a) The compensation Partner owes to Cloudike shall be specified in Annexes to this Agreement. For any compensation not specified in Annexes to this Agreement, Partner will reimburse expenses that an authorized Partner representative approves in writing prior to being incurred. Any additional professional services required will be charged at an hourly rate specified in this Agreement from Cloudike to the Partner. b) Other than as specified in Annexes, Cloudike will supply without additional charge to Partner all facilities, utilities, equipment, supplies, personnel, information, rights, and other resources required to timely perform the Services. ¢) Unless otherwise specified in respective Annex, expense reimbursements and other payments owed pursuant to this Agreement and its Annexes will be made via wire payment within thirty (30) days of the date of receipt by Partner of hard-copy of valid Cloudike's invoice completed with its correct supporting document including acceptance certificate, DGT-1 and Certificate of Residence (herein referred to as Page 5 of 22 CLOUDIKE SERVICES AGREEMENT ef “Payment Due Date”). Before sending hard copies of invoice and supporting documents, Cloudike shall issue invoice electronically via email (attention VP Cloud & Retail Business Solution) for Partner validation. Within 5 days, Partner shall verify electronic copy of invoice and supporting documents and inform Cloudike if any corrections are necessary. d) Partner shall wire payment to the following Cloudike account: Name of the bank: Bank of America Account number: 3810 2858 4968 ABA routing number: 026009593 SWIFT: BOFAUS3N e) All invoicing and payment to Cloudike under this Agreement shall be made in Rupiah (IDR) and is calculated pursuant to the middle exchange rate of US Dollar of (JISDOR) issued by Bank of Indonesia that is IDR13,500.00 (thirteen thousand five hundred Indonesian Rupiah) (“BI Rate”). The Parties agree that, in the event of the exchange rate on the payment date fluctuates up higher than 5% of the BI Rate, Cloudike shal] issue Debit Note for the amount of difference. This apply vice versa that in the event of the exchange rate on the payment date fluctuates down lower than 5% of the BI Rate, where Cloudike shall issue Credit Note for the amount of difference. 6. CONFIDENTIALITY a) Each party agrees, at all times during the term of the Agreement and thereafter, to keep and hold in strictest confidence, and not to use, except for the benefit of Cloudike to the extent necessary to perform the Services set forth in this Agreement, and not to disclose to any third party, firm, corporation or other entity, without written authorization from either party in each instance, any Confidential Information or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of this Agreement, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Partner or of others who were under confidentiality obligations as to the item or items involved. Each party further agrees not to make copies of such Confidential Information except as authorized by the other party. b) Confidential Information” means any and ail written and/or oral information of any kind including any technical or business information of the parties or obtained from the other party pursuant to this Agreement or prior to it through any conversation, meeting, discussion, and/or negotiation or in the course of performing or receiving services under this Agreement, including information and physical material not generally known or available outside Cloudike and information and physical material entrusted to Cloudike in confidence by third parties. Confidential Information includes, without limitation: with respect to Cloudike and Partner technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of Cloudike and Partner (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or Page 6 of 22 CLOUDIKE SERVICES AGREEMENT information relating to, suppliers and Partners (including, but not limited to, Partners of Cloudike on whom Partner called or with whom Partner became acquainted during the provision of Services), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Partner by Cloudike either directly or indirectly, whether in writing, electronically, orally, or by observation. c) EXCLUSIONS. Confidential Information does not include to any part of such information which (i) was independently developed by a recipient party without the use of the disclosing party’s Confidential Information; (ii) was already lawfully known by recipient party prior to disclosure by the disclosing party; or (iit) was disclosed to the recipient party by a third party owing no duty of confidentiality towards the disclosing party in respect thereof; or (iv) is becomes generally available to the non-disclosing party or the public other than through a violation of this Agreement. d) RESTRICTIONS ON USE AND DISCLOSURE. A party shall not disclose the other party’s Confidential Information except (i) only on a need-to-know basis or to the extent necessary to perform such party’s obligation under this Agreement, to its officers, employees, agents, contractors, and representatives who are bound by confidentiality restrictions at least as stringent as those stated in this Agreement, or (ii) as required by law, governmental regulation or requirement, court order, or subpoena or pursuant to a judicial order validly issued administrative or judicial order requesting the confidential information of the other party, in which case and subject to applicable law, the non-disclosing party shall provide prompt written notice and provide details of the required disclosure to the disclosing party once receiving the subpoena order so that the disclosing party may seek a protective order or other appropriate remedy. A party shall not use Confidential Information except as required to perform its obligations under this Agreement. e} STANDARD OF CARE, Each party shall use the same degree of care to protect the other party’s Confidential Information that it uses to protect its own highly confidential information from unauthorized disclosure, but in no event shall either party use less than a commercially reasonable degree of care. The non-disclosing party shall notify the disclosing party promptly upon its discovery of any unauthorized use or disclosure of Confidential Information by the non-disclosing party’s employees, representatives, or agents, and will use commercially reasonable efforts to cooperate with the disclosing party to regain possession of all Confidential Information and to prevent any further unauthorized use or disclosure. f) Partner’s agreements in this Section 6 are intended to be for the benefit of either party and any its third party that has entrusted information or physical material to the Parties in confidence. g) This Agreement is intended to supplement, and not to supersede, any rights Cloudike may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information. Page 7 of 22 CLOUDIKE SERVICES AGREEMENT tH Partner written request, Cloudike agree to certify in writing that no longer in possession of any Confidential Information or Documentation; and iv. the exercise by Partner of any of its rights under this section is without prejudice to any other rights or remedies it may have under this Agreement as a consequence of any default by Cloudike. j) All terms of this Agreement that should by their nature survive termination will survive, including, Sections 9 (Term and Termination), Section 8 (Taxes), Section 5 (Compensation), Section 10 (Indemnification), Section 11 (Miscellaneous), Section 7 Cntellectuai Property Rights), Section 6 (Confidentiality). k) Unless specified otherwise in the Agreement or in applicable Annex, in the event of Partner conduct its termination convenience as set out in the paragraph (b) of this section, Partner shall pay al! outstanding fees due and payable to Cloudike (if any) and early termination fee as set out in Annex Support and Maintenance Description within 30 days following the date when Partner receives final invoice from Cloudike. 1) The Parties hereby agree to waive the provision of Exhibit 1266 Civil Code of the Republic of Indonesia to the extent that judicial cancelation is a prerequisite to the termination of this Agreement. No failure or delay by either Party in exercising any of its rights or remedies under this Agreement shall operate as a waiver of those rights or remedies. No right or remedy of either Party under this Agreement will be deemed to be waived unless the waiver is in writing and signed by an authorised representative of the waiving Party. No waiver of any breach of this Agreement isa waiver of any other or subsequent breach. Any remedies available hereunder shall be cumulative, 10. INDEMNIFICATION a) Indemnification of Partner. Cloudike shall without limitation, at its own cost, indemnify, defend and hold harmiess Partner, its End User, parent, subsidiaries, affiliates and licensors, and each of their respective employees, officers, directors, agents and representatives, harmless from and against any and all claims, losses, damages, liabilities, costs, settlements, penalties and expenses (including reasonable attorney’s fees, expert fees and settlement costs) arising out of or in connection with any suit, action, proceeding, arbitration, subpoena, claim or demand brought or asserted by third party alleging that Cloudike or the Services violate applicable law or any materials created by or under Cloudike’s direction to promote any of the foregoing infringe, misappropriate, infringe or violate third-party rights or applicable law, b) Remedy. If any portion of the Services is, or in Cloudike’s opinion is likely to be, held to constitute, an infringing item, Cloudike may at its election and expense either: {a) procure the necessary rights to that portion of the Services alleged to be infringing; (b) replace the alleged infringing portion with a non- inftinging equivalent; (c) modify the alleged infringing portion to make it non-infringing; or (¢) immediately terminate the allegedly infringing portion of the Services or this Agreement. SECTIONS 10(a) AND 10(b) CONSTITUTE PARTNER’S SOLE AND EXCLUSIVE REMEDIES AND CLOUDIKE’s ENTIRE OBLIGATION TO PARTNER WITH RESPECT TO ANY CLAIM THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY. Page 10 of 22 CLOUDIKE SERVICES AGREEMENT a# c) Procedures. In connection with any third party claims pursuant to Sections 11(a), the indemnified parties: (a) will give the indemnifying party prompt written notice of such claim; (b) will cooperate reasonably with the indemnifying party (at the indemnifying party’s expense) in connection with the defense and settlement of such claim; (c) will permit the indemnifying party to control the defense and settlement of such claim, provided that the indemnifying party may not consent to the entry of any judgment or enter into any settlement with respect to such claim without the indemnified party's prior written consent (which will not be unreasonably withheld); and (d) may at it is expense participate in the defense and setilement of such claim with counsel of its own choosing, provided that the indemnified party may not consent to the entry of any judgment or enter into any settlement with respect to such claim without the indemnifying party’s prior written consent (which will not be unreasonably withheld). i. MISCELLANEOUS a} Press Release. Subject to Section 6 of this Agreement, both parties will have a right to issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby assuming the other party is already given approval, and given reasonable time to review the content of the planned press release and request reasonable corrections for its consent. b) All notices from one party to the other required or permitted under this Agreement will be in writing, will refer specifically to this Agreement, and will be delivered in person, or sent by electronic or facsimile transmission for which a confirmation of delivery is obtained, or sent by registered mail or express courier services providing evidence of delivery, in each case to the recipient party's respective address set forth on the signature page hereof (or to such updated address as may be specified in writing to the other party from time to time). Such notices will be deemed effective as of the date so delivered or on the third business day following mailing. c) Cloudike warrants that it will provide the Services to Partner in a professional manner in accordance with industry standards and warrants that it has any necessary licenses, consents and permits required of it for the performance of the Services. As Cloudike’s obligation for a breach of this warranty, Cloudike shall re-perform the non-conforming Services at its expense. d) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CLOUDIKE MAKES NO REPRESENTATION OR WARRANTY AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SERVICES. e} Cloudike and Partner each acknowledge that any breach of this Agreement may cause itreparable harm to a party or its affiliates and that the remedies for breach may include injunctive relief against such breach, in addition to damages and other available remedies. f) This Agreement including all Annexes constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all other agreements between the parties prior to the Effective Date, and all understandings of the parties prior to the Effective Date, in connection with the subject matter hereof. The headings or titles in this Agreement are for purposes of reference only and will not in any way affect the interpretation or construction of this Agreement. Page 11 of 22 CLOUDIKE SERVICES AGREEMENT g) No waiver of any of the provisions of this Agreement will be valid unless in a written document, signed by the party against whom such a waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder. All amendments of this Agreement wili be made in writing and signed by both parties, and no oral amendment will be binding on the parties. h) This Agreement will be governed by and construed in accordance with the laws of the Republic of Indonesia without giving effect to any conflict of laws principles to the contrary. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it will nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement will not be affected thereby. i) Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God; labor disputes or other industrial disturbances; earthquake, storms or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; or war or other cause beyond the performing party’s control, then that party will be excused from performance for the length of that prevention or delay (hereinafter referred to as “Force Majeure Events”). j) Any dispute between the Parties arising under or in connection with this Agreement ("Dispute") will be resolved in accordance with the procedure described in this Section 11(j). In the event of any Dispute, either party may provide written notice to the other party ("Receiving Party") describing such Dispute (including without limitation, if applicable, any alleged breach of this Agreement by the Receiving Party). Within twenty (20) days after the Receiving Party receives such notice, senior management of each party will discuss in good faith such Dispute and attempt to resolve such Dispute. If, after such twenty (20) day period, such Dispute is not resolved, either party may provide written notice to the other party initiating expedited arbitration with respect to such Dispute ("Arbitration Notice"). Such arbitration will be conducted in the Indonesia in accordance with the rules and procedures of the Badan Arbitrase Nasional Indonesia (BANI) as modified by the remainder of this Section 11(j). Each Party will appoint one arbitrator. The arbitrators selected by the parties will mutually select one additional arbitrator, who will act as the presiding arbitrator. Within sixty (60) days after such Arbitration Notice, the arbitrators will determine the resolution of such Dispute in accordance with this Agreement. If any Dispute involves any claim by Partner of any material breach by Cloudike of any provision of this Agreement, then: (a) Partner may withhold any payments due; (b) if the arbitrators determine that Cloudike is in material breach of this Agreement and awards damages to Partner in connection with such breach, (i) Partner may retain such withheld payments in an amount equal to such damages (which shall be considered Cloudike's payment of such damages to the extent of such withheld payment amount), (ii) if there is any remaining balance of such withheld payments, Partner shall only be obligated to pay such remaining balance to Cloudike in full satisfaction of the withheld payments and (iii) Partner may continue to withhold any such remaining balance until ten (10) business days after Cloudike cures such breach in accordance with the arbitrators’ award; and (c) if the arbitrators determine that Cloudike is not in material breach of this Agreement, Partner will pay any withheld amounts then due under the Agreement within ten (10) business days after such determination. The determination rendered by the arbitrators will include the steps to be taken by each party (if any) in connection with the resolution of such Page 12 of 22 CLOUDIKE SERVICES AGREEMENT ff CLOUDIKE SERVICE DESCRIPTION Cloudike Service is comprised of following components: « Backend service code o Including file metadata database, file storage, media processing code, API code o Supports multitenancy - possible to connect several sets of frontends (Web, Mobile, Desktop app) to provide service to different Partners © Applications for Windows and Mac OSX, o signed with Cloudike-provided SSL certificate e Application for Android and iOS, © signed and published to Partner-provided Google Play & Apple App Store marketplace account Cloudike gives Partner limited, irrevocable, nonexclusive, nontransferable license to use, install, make copies and distribute Partner-branded Cloudike Android application via Google Play & Apple App Store marketplace, valid for the duration of this Agreement.. Cost of license shall be included within the Support and Maintenance Fees, (feature list page follows) Page 15 of 22 CLOUDIKE SERVICES AGREEMENT Cloudike Service provides following End User features: @ Back-up/restore or synchronization of the following data types: © Camera: photos, videos o Contact book o SMS messages °o Calling history © Music, documents (manual mode) In addition to backup service enables: © Content sharing via SMS, social networks, OTT messengers. © Content sync between multiple devices, even with different OS, including desktop folder sync (Dropbox-style) © Built-in file viewer/ player for music and video File browsing, metadata access File upload, download Real-time 2-way file sync (Cloudike RapidSyne™) o Instant sync from laptop to Cloud storage © Instant sync from Cloud storage to laptop © Automatic syne conflict detection and resolution e File undelete ° Deleted files can be recovered e Events log © User can see the history of actions performed in his/her storage, including actions performed by collaborators in shared folder , © Create public link to file or folder o Secured short link protected from brute-force attacks Thumbnails - multi-resolution, photo and video files, documents Previews - multi-resolution, photo and video files, documents © png, jpg, mp4, avi, mkv o xls, doc, ppt, xlsx, docx, pptx « Device management o List of attached devices o Remote device logout e Face search e =Family cloud Security: « Authentication via OAuth via End User mobile phone number or email © Access password is not stored on any devices « All data is encrypted in transit (HTTPs) Page 16 of 22 CLOUDIKE SERVICES AGREEMENT CLOUDIKE SERVICES AGREEMENT Page 17 of 22 (ix) Provide assistance in establishing remote access to the virtualized hosting and all comprising elements for the purposes of setup and ongoing maintenance of Cloudike Service Duration of Setup Services implementation: 75 working days upon purchase order notification date from Partner Setup Services fee shall include: - Localization to Bahasa Indonesia - Integration with carrier authentication and billing (including header-enrichment and eligibility checks; first two deployments) - Deploy and launch - All Backend API’s documentation reference Setup Services fee shall be included within Support and Maintenance fee Page 20 of 22 CLOUDIKE SERVICES AGREEMENT SUPPORT AND MAINTENANCE SERVICES DESCRIPTION Support and maintenance shall be provided for a monthly Support and Maintenance fee. The Support and Maintenance fee shall be: For all End Users, revenue share fee is charged monthly in the amount of © 0.058 USD per End User for the first 500,000 users ° 0.044 USD per End Users starting from 500,001 and up to 1,000,000 users ° 0.029 USD per End Users starting from 1,000,001 users A Minimum total number of End Users must be maintained as follows: ° 0 minimum of End Users up to the first 5 months after service launch or UAT 300,000 minimum End Users after the first 5 months after service launch or UAT 600,000 minimum End Users after the first 8 months after service launch or UAT 800,000 minimum End Users after the first 12 months after service launch or UAT aooo At beginning of each month Cloudike shall invoice Partner for the actual number of End Users as recorded on a last day of the previous month. In case if recorded actual number of End Users shall be below Minimum total number of End Users applicable to the previous month, Cloudike shall invoice the applicable Minimum total number of End Users. Software license shall be included within Support and Maintenance Fee. The Support and Maintenance shall be payable once the Partner completes UAT (User Acceptance Test) or makes service publicly available to End Users (performs a service launch), whichever comes first. Cloudike shall record and provide the result of the recording of the total user count for service data that will serve as the basis for calculation of the support and maintenance payment due to Cloudike based upon the above fees. When fees become due during any month, Cloudike via email shall issue invoice by 15" day of that month (herein referred to as “Invoice Due Date’). For purposes of this clause, Cloudike shall provide required supporting documents such as original invoice, tax invoice, DGT-1 form. If the Invoice Due Date of the invoice falls on a non-Business Day, such Invoice Due Date will be deemed to fall on the following Business Day. Within 5 days after Invoice Due Date, Partner shall verify electronic copy of invoice and supporting documents and inform Cloudike if any corrections are necessary. Page 21 of 22 CLOUDIKE SERVICES AGREEMENT Partner will make payment to such Cloudike’s invoice within 30 (thirty) days from the receipt date of the digital copy of valid invoice by the Partner completed with its correct supporting documents as described above (herein referred to as “Payment Due Date”). Partner in advance shall provide Cloudike with templates for documents required by the local taxing authorities, such as DGT-1 forms. For any additional customizations, an hourly rate specified in the Agreement will be charged. Page 22 of 22 CLOUDIKE SERVICES AGREEMENT