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Organizational Use Agreement

Effective date: August 17, 2024

Note: The Terms, Policy, or Agreement are available in Indonesian and English. In case of any discrepancies between the translations, the Indonesian version shall prevail.

This Organizational Use Agreement sets forth the terms and conditions between the Customer (as defined below) and PT Dilan Teknologi Indonesia ("DiLan," "we," or "us") governing the access and use of DiLan Services by the Customer and its affiliates. DiLan and the Customer may be individually referred to as a "Party" and collectively as the "Parties." This Agreement becomes effective on the date you register for any Services online or submit an Order Form that references this Agreement ("Effective Date").

By accepting this Organizational Use Agreement ("Agreement"), you indicate your consent. Acceptance can be demonstrated in various ways, including clicking a checkbox indicating acceptance, signing an Order Form or other document referencing this Agreement, using the Services, making any payment for the Services, or through other actions manifesting your acceptance of this Agreement. By performing any of these actions, you:

i. Agree to this Agreement on behalf of the Customer listed on the Order Form (if any) or any organization such as a business, institution, or other legal entity you represent ("Customer," "you," or "yours"); and

ii. Represent and warrant that you have the authority to bind the Customer to this Agreement. If you lack such authority or do not agree to this Agreement, you are prohibited from accepting this Agreement and using the Services.

Many organizations like businesses, institutions, or other legal entities use DiLan Services. If you access or use the Services on behalf of an organization, your organization is legally and financially responsible for your access and use of the Services, and the use of your DiLan account by others associated with the organization, including employees, agents, or contractors. For the avoidance of doubt, the organization you represent will be deemed the "Customer" under this Agreement. Furthermore, if the Services are created by an administrative User using an Organizational Email and such Services maintain an administrative User account that uses the Organizational Email, then the organization may obtain access to Account Information associated with such Services and claim control and ownership over those Services.

If you access the Services for personal use only (e.g., without affiliation with an organization such as a business, institution, or other legal entity), then your use of the Services is governed by the Personal Use Agreement.

A. Definitions​

1. Services​

Means the online platform of DiLan's software-as-a-service regulated by this Agreement, including related APIs provided by DiLan, and all associated mobile and desktop applications, as well as any Add-ons you subscribe to. "Services" do not include Non-DiLan Services.

2. Non-DiLan Services​

Means third-party services, connections, data, software, applications, or integrations that interact with the Services, provided or created by third parties. Non-DiLan Services include embedded content where the Services may display a preview or link to the content but do not store content from third-party services.

3. Add-ons​

Means additional features or Services purchased separately that provide extra functionality or usage rights. Add-ons are subscription-based and, when purchased, bind to the respective Subscription and Subscription Term.

4. Documentation​

Means the user guides provided by DiLan related to the Services available in the Help Center, which may be updated by DiLan from time to time. Documentation does not include content published in the Community forum

Means the online directory maintained by DiLan providing applications that interact with the Services for Customers and Users. The Gallery can be accessed through the shared interface within the Services. The Gallery excludes third-party platforms utilized in provided Services.

6. Organization​

Means a business, institution, or other legal entity lawfully recognized in its respective country.

7. Customer​

Means the organization you represent, which accesses and uses the Services and has agreed to this Agreement as defined in the first paragraph above. The Customer may invite Users to join the Services managed by the Customer. The Customer is legally and financially responsible for access and use of the Services by its Users and others associated with the organization who have access to the Customer's Services. DiLan may provide different categories of Users, such as "Members" and "Guests," depending on your Subscription Plan and designated permissions. Customers include, but are not limited to:

  • a. Schools and similar entities;
  • b. Campuses and similar entities;
  • c. Companies and similar entities;
  • d. MSMEs and similar entities;
  • e. Hospitals and similar entities;
  • f. Public Health Centers and similar entities;
  • g. Integrated Healthcare Centers and similar entities;
  • h. Polyclinics and similar entities;
  • i. Pharmacies and similar entities; and
  • j. Public Sector and similar entities.

8. User​

Means any individual who accesses and uses the Services. Users can join Services managed by the Customer. If Users gain access to the Customer's Services, each User must use a unique identity to access and use the Services, and can only access the Services to the extent authorized by the Customer. Users include, but are not limited to:

  • a. Students and similar entities;
  • b. University Students and similar entities;
  • c. Teachers and similar entities;
  • d. Lecturers and similar entities;
  • e. Educreators and similar entities;
  • f. Employees and similar entities;
  • g. Job Applicants and similar entities;
  • h. Patients and similar entities;
  • i. Doctors and similar entities;
  • j. Nurses and similar entities;
  • k. Midwives and similar entities; and
  • l. Other Healthcare Professionals and similar entities.

9. Customer Data​

Means all information stored, provided, or collected by or on behalf of the Customer while using the Services. This includes, but is not limited to, User preferences, settings, and interaction data. Customer Data does not include Account Information.

10. User Data​

Means all information stored, provided, or collected by or on behalf of Users while using the Services. This includes, but is not limited to, User preferences, settings, and interaction data. User Data does not include Account Information.

11. Account Information​

Means data related to your DiLan account, including information you and your Users provide to DiLan to: (a) create or manage your DiLan account; or (b) enable DiLan to maintain your account or Services. Examples of Account Information include names, usernames, passwords, phone numbers, email addresses, Services metadata, support communication history, billing details, and usage data related to your Users and DiLan account.

12. Usage Data​

Means information related to the creation and use of various aspects of the Services and related systems and technologies. This includes data on how Customers and Users utilize features and functions of the Services, as well as analyses and statistics generated from such activities.

13. Organizational Email​

Means the email address provided by the Customer.

14. Subscription Fees​

Means all fees associated with your Subscription.

15. Subscription Plan​

Means the applicable Subscription tier for the Services, as detailed on the DiLan website and in related Documentation.

16. Subscription Term​

Means the period for which you agree to subscribe to the Services.

17. Order Form​

Means the ordering documentation, registration pages, or online Subscription in any form agreed by the Parties. This form outlines the Services accessed by the Customer and Users along with the related pricing. Multiple Order Forms may be incorporated into this Agreement.

18. Affiliate​

Means concerning a party, any entity that directly or indirectly controls, is controlled by, or is under common control with, such party. "Control" (including the terms "controlled by" and "under common control") means having the power, direct or indirect, to direct or influence the management and policies of such entity, whether through the ownership of shares, by contract, or otherwise.

19. Confidential Information​

Means information disclosed by one Party ("Discloser") to the other Party ("Recipient") under this Agreement, marked explicitly as confidential or stated orally and visually (where applicable) as confidential. It also includes information typically considered confidential by a reasonable Party under the circumstances. "Confidential Information" does not include information that the Recipient can demonstrate: (a) was independently developed by the Recipient; (b) was lawfully received from a third party without confidentiality obligations; or (c) becomes public without the fault of the Recipient. DiLan Confidential Information includes non-public information about the features, functionality, performance, and pricing of the Services, Documentation, APIs, and other DiLan products or Services.

20. Intellectual Property Rights​

Means all patent rights (including utility models), copyright, moral rights, trademark and service mark rights, trade secret rights, and other similar proprietary or intellectual property rights, whether registered or unregistered, worldwide, including all applications for such rights.

21. Force Majeure Event​

Means any circumstances beyond DiLan's reasonable control, including but not limited to: acts of God, natural disasters, floods, fires, earthquakes, acts of government, civil unrest, acts of terrorism, strikes, or other labor disputes (excluding those involving DiLan employees), internet service provider failures or delays, failures of Non-DiLan Services, or actions by third parties including but not limited to denial-of-service attacks or disruptions to third-party domain name systems.

22. Supplementary Terms​

Refers to additional terms and conditions applicable to your access and use of specific features or functionalities when you purchase, use, or activate them. For example, DiLan may present Supplementary Terms when you purchase or activate Add-ons. A complete list of Supplementary Terms can be found under Terms and Privacy and formally forms part of this Agreement.

B. Services​

1. Subscription and Subscription Term​

The Customer and its affiliates may subscribe to the Services by signing an Order Form. Unless otherwise specified, all Order Forms shall be governed by this Agreement. In case of any conflict between this Agreement and an Order Form, the Order Form will prevail. DiLan provides access to the Services based on Subscription. The Subscription will last for the Subscription Term agreed upon in the applicable Order Form. Unless otherwise specified in the Order Form, each Order Form will automatically renew for a period equal to the expiring Subscription Term, unless either Party notifies the other in writing of their intention not to renew the applicable Order Form at least thirty (30) days before the end of the current Subscription Term.

2. Subscription Plan; Add-ons​

DiLan will provide the Services to you in accordance with the Subscription Plan you subscribe to. Additional features and functions may be available as Add-ons. If you subscribe to an Add-on, the Subscription Term for such Add-on will coincide with your Subscription to the Services.

3. Service Provision​

The methods and means of providing the Services will be under the exclusive control, management, and supervision of DiLan. DiLan will comply with all laws applicable to its role as a software-as-a-service provider. DiLan will use commercially reasonable efforts to make the Services available in accordance with the Service Level Terms. DiLan may modify or update the Services from time to time at its sole discretion.

4. Access to the Services​

Subject to the payment of all Subscription Fees by the Customer and compliance with this Agreement, DiLan grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term of the applicable Order Form, to use the Services in accordance with the applicable Subscription Plan and Documentation, solely in connection with the Customer's internal business operations. The Customer may allow Users to use the Services for this purpose and is responsible for Users' compliance with this Agreement.

5. Support​

Provided that all Subscription Fees have been paid and this Agreement is complied with, we offer technical support via email 24 hours a day, 7 days a week. You can visit the Help Center to create a support ticket or email us directly at [email protected] at any time.

6. Subcontractors​

We may utilize subcontractors or other third parties to fulfill our obligations and exercise our rights under this Agreement. However, we remain fully responsible for all acts and omissions of such subcontractors as if they were our own.

7. Integrations and Non-DiLan Services​

You may activate Non-DiLan Services through Integrations, either free or paid. Access and use of Non-DiLan Services are governed by your agreement with the respective provider, including their privacy policies. By enabling Integrations, you authorize DiLan to transfer Customer Data and Account Information to the respective providers. DiLan does not warrant or endorse Non-DiLan Services and reserves the right to terminate Integrations at any time without notice. If a Non-DiLan Services provider fails to provide support, DiLan is not obligated to refund any fees. When you purchase integrations or applications, even if the transaction receipt may list DiLan as the merchant, Non-DiLan Services are still provided by third parties.

8. Responsibility for Systems​

Each Party will retain full responsibility for its own information technology infrastructure. This includes computers, servers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by that Party or through third-party services.

9. Account Information​

We may collect Account Information regarding your and your authorized Users' use of the Services. We will process Account Information that includes Personal Data in accordance with our Privacy Policy. The Customer agrees that some Subscription Plans may require the monitoring of Account Information during the Subscription Term to align the number of Users and/or the use of the Services with the Customer's Subscription and the applicable Subscription Plan at that time.

10. Modification and Termination of Services​

DiLan reserves the right to modify or discontinue the Services or any feature thereof at any time, with or without notice to the Customer, provided such modification or discontinuation does not violate the applicable Service Level Terms. DiLan will comply with all such terms, including prior notice and maintaining 99.99% availability as specified therein. DiLan shall not be liable for any modification, discontinuation, or suspension of the Services or any feature thereof, provided such actions are carried out in compliance with those terms.

C. Use of the Services​

1. Usage Restrictions​

Unless expressly permitted in this Agreement, the Customer shall not, and shall not permit or authorize third parties to:

  • a. License, sublicense, sell, transfer, distribute, share, lease, or otherwise allow third parties to use the Services or Documentation;
  • b. Use the Services or Documentation to provide business process outsourcing services to third parties (e.g., as a service bureau);
  • c. Use the Services to circumvent Subscription Fees or in a manner that violates the applicable Subscription Plan, Documentation, or this Agreement;
  • d. Bypass or disable security features or other technology of the Services;
  • e. Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent such a restriction is expressly prohibited by applicable law);
  • f. Modify, translate, or create derivative works based on the Services or Documentation;
  • g. Remove any proprietary notices or labels from the Services;
  • h. Use the Services in a manner that violates or attempts to circumvent applicable law;
  • i. Access the Services to build a competing product or service or to copy any features or user interface;
  • j. Use the Services for any evaluation, comparison, or comparative analysis intended for publication without prior written consent from DiLan;
  • k. Use the Services to store or transmit personal health information, except with DiLan's written consent;
  • l. Access or use the Services with the intent to avoid the unique identity requirements for the Customer and Users;
  • m. Access or use the Services in a manner that temporarily or artificially reduces the number of Customers or Users to avoid Subscription or Subscription Plan limitations; and
  • n. Use the Services to store or transmit Customer Data and User Data in violation of the Content and Use Policy.

When you use the domain management features of the Services, you agree to be responsible for ensuring that your use is in compliance with all applicable laws and your internal policies, including those related to employee privacy. If we have reasonable grounds to suspect that you or your Customer Data are in violation of these terms, we reserve the right to investigate the suspected violations and may suspend or terminate your access to the Services.

2. Authorized Users; Customer Responsibility​

The Customer is fully responsible for all actions and omissions of its Users, affiliates, or third parties it permits to access or use the Services, as if such actions or omissions were the Customer's own. When registering for a DiLan account, the Customer must provide true and accurate information and maintain the accuracy of such information, including billing details. The Customer is also responsible for maintaining control over its account, including keeping login credentials confidential and being responsible for all activities occurring on or through its account and its Users' accounts. The Customer shall not allow Users to share account credentials or use them simultaneously at multiple locations. The Customer fully acknowledges its responsibility for maintaining the configuration of the Services, including sharing settings and permissions. Each User must use a unique identity to access and use the Services and may only access the Services to the extent purchased by the Customer in accordance with the applicable Subscription Plan.

3. Use Exceeding Subscription Plan Limits​

If your use of the Services exceeds the applicable limits for your Subscription Plan, DiLan will use commercially reasonable efforts to notify you of such excessive use. If excessive use continues after notification from DiLan, DiLan may take actions to ensure your use of the Services aligns with your Subscription Plan, including: (a) suspending or terminating User access to the Services; or (b) requiring you to sign an Order Form or purchase additional usage to update your Subscription to accommodate such excessive use.

D. Intellectual Property Ownership​

1. Customer Data​

The Customer grants DiLan a worldwide, non-exclusive, irrevocable, royalty-free, and sublicensable license (to DiLan's third-party service providers) to host, transfer, use, display, reproduce, and create derivative works of the Customer Data. This license is granted solely to provide the Services to the Customer, ensure proper operation of the Services, and fulfill DiLan's obligations under this Agreement. During the Subscription Term, the Customer may export Customer Data from the Services at any time using the self-export functionalities provided. These exports are available in industry-standard formats supported by the Services, as specified in the applicable Documentation.

2. Ownership by DiLan​

DiLan and its licensors retain all rights, title, and interest in the Services, Documentation, APIs, Usage Data, DiLan's website, and all work products created by DiLan and delivered to the Customer, including all Intellectual Property Rights therein ("DiLan IP"). This Agreement does not transfer any ownership rights in the DiLan IP to the Customer. The Customer has only the limited rights to the DiLan IP as expressly permitted under this Agreement.

  • a. Feedback. If the Customer provides feedback, comments, or suggestions to DiLan regarding the Services (collectively, "Feedback"), the Customer hereby assigns all rights, title, and interest in and to such Feedback to DiLan. DiLan is entitled to freely use the Feedback without any obligation of payment, attribution, or restriction whatsoever.
  • b. Usage Data. DiLan has the right to: (i) collect, analyze, and process Usage Data internally for its business purposes, including security, analytics, Service improvements, product usage evaluation, and related development, diagnostics, and repair of the Services or other DiLan products; and (ii) disclose Usage Data to third parties in aggregate and/or non-identifiable form, in a manner that does not identify the Customer or its Users.

E. Subscription Fees​

1. Subscription Fees​

The Subscription Fees for your Subscription will be outlined in the Order Form. Unless otherwise stated, the Subscription Fees for any renewal Subscription Term will follow DiLan's standard rates for the applicable Subscription Plan at the commencement of the next Subscription Term. Subscription Fees are due and payable at the start of the applicable Subscription Term. All Subscriptions are non-cancellable, and Subscription Fees are non-refundable, except in the case of a material breach of this Agreement by DiLan that is not remedied. The Customer's use of the Services is subject to the rights and limitations of the applicable Subscription Plan. Some features are provided based on a usage-based subscription model. You acknowledge and agree that if you exceed the usage limits allowed by your Subscription and Subscription Plan: (a) You may be required to upgrade your Subscription Plan or purchase additional usage to continue accessing and using those features; and (b) DiLan reserves the right to disable or degrade the performance of those features.

2. Billing and Payment​

Unless otherwise stated in the Order Form, Subscription Fees must be paid in full upon purchase. In the event of non-payment or late payment of Subscription Fees, DiLan reserves the right, at its discretion, to: (a) suspend the Customer's access to the Services; (b) terminate this Agreement or the applicable Order Form; or (c) continue providing the Services for a specified period in the expectation that the Customer will make full and timely payment.

3. Taxes​

You are responsible for paying all taxes associated with your Subscription. Unless expressly stated otherwise in specific Subscription terms, all prices listed are exclusive of taxes, fees, and other charges, including but not limited to value-added tax and withholding tax, applicable to such charges or this Agreement. We will invoice you for such taxes if we believe we have a legal obligation to do so, unless you provide a tax exemption certificate acceptable to the taxing authorities. You are not responsible for any taxes imposed on DiLan based on DiLan's income.

4. Refund and Cancellation Policy​

If the Customer terminates this Agreement or a Subscription before the end of the Subscription Term, refunds will not be provided except in the case of a material breach not remedied by DiLan. Subscription Fees paid will be prorated based on the time and Services provided.

F. Warranties​

1. Mutual Warranties​

Each Party represents and warrants to the other that:

  • a. This Agreement has been duly executed and delivered and constitutes a binding and enforceable agreement against the signatory in accordance with its terms;
  • b. No authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the signatory; and
  • c. The execution, delivery, and performance of this Agreement by the signatory do not violate any other agreement to which it is a Party or by which it is bound.

2. DiLan's Warranties​

DiLan warrants that during the applicable Subscription Term:

  • a. The Services will operate substantially in accordance with the Documentation; and
  • b. This Agreement, the Order Form, and the Documentation will accurately describe the administrative, physical, and technical safeguards applied to materially protect the security, confidentiality, and integrity of Customer Data.

This warranty does not apply if the Customer does not notify DiLan in writing within thirty (30) days of discovering the breach. If DiLan breaches this warranty, as the Customer's sole remedy and DiLan's sole obligation, DiLan will, at its own cost: (i) modify the Services to operate substantially in accordance with the Documentation; or (ii) terminate this Agreement and refund to the Customer any Subscription Fees paid for Services not provided.

3. Customer Warranties​

The Customer represents and warrants to DiLan that:

  • a. The Customer has the necessary rights and permissions to lawfully authorize DiLan to use and process Customer Data as contemplated by this Agreement. DiLan's use of Customer Data will not violate or infringe upon any third-party rights, including Intellectual Property Rights or privacy rights; and
  • b. The Customer will use the Services in accordance with the Documentation and applicable law.

G. Confidentiality​

Each Party will protect the other Party's Confidential Information and will not use or disclose it to any third party without authorization. The Recipient may disclose Confidential Information to employees, officers, consultants, or professional advisors who need to know it and who are bound by confidentiality obligations. Disclosure is also permitted if required by law, provided that the Recipient gives notice and an opportunity to the Discloser to contest such disclosure and makes efforts to minimize the scope. The Recipient is responsible for its employees' and representatives' compliance with this Agreement.

H. Privacy and Security​

1. Security​

DiLan is committed to implementing comprehensive administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Customer Data. These security measures are designed and implemented in accordance with Security Standards, which are regularly reviewed and updated to ensure optimal protection of Customer's sensitive information.

2. Data Processing Agreement​

This Agreement includes a Data Processing Addendum applicable when Personal Data Protection laws govern your use of the Services in processing Customer Personal Data. This Addendum outlines each Party's responsibilities and obligations concerning data processing. By agreeing to this Agreement, you also agree to the terms set forth in the Data Processing Addendum, which forms an integral part of this Agreement.

I. Term and Termination​

This Agreement begins on the Effective Date and will continue as long as the Customer has an active Subscription to the Services, or until this Agreement is terminated in accordance with the applicable terms.

J. Limitation of Liability​

DiLan shall not be liable for any indirect, incidental, special, consequential, or other damages (including but not limited to lost profits, business interruption, or loss of information) arising out of the use of or inability to use the Services, even if DiLan has been advised of the possibility of such damages.

K. Beta Services; Free Trials​

If you register for a free trial, we will provide the Services at no charge until the earliest of: (1) the end of the free trial period, (2) the start of any Subscription, or (3) our termination of the trial. Please note that this free trial is for evaluation purposes only. We reserve the right to terminate your free trial at any time at our sole discretion.

L. Miscellaneous Provisions​

1. Entire Agreement​

This Agreement, along with the Order Form and related appendices, constitutes the entire agreement between both Parties regarding the matters set forth herein. This Agreement supersedes all prior agreements, discussions, negotiations, and understandings, whether written or oral, between the Parties regarding such matters.

2. Amendments​

DiLan reserves the right to change or modify this Agreement from time to time. DiLan will provide written notice of such changes via email or the official DiLan website at least 30 days before the changes take effect. The Customer is expected to review the terms and conditions periodically. The Customer's continued use of the Services after the effective date of changes will be deemed acceptance of the changes. If the Customer does not agree with the changes, the Customer may stop using the Services before the changes take effect.

3. Severability​

If any provision of this Agreement is deemed invalid or unenforceable by a competent court, such provision will be removed or limited to the minimum extent necessary. The remaining provisions of this Agreement will remain in full force and effect.

4. Assignment​

The Customer may not assign or transfer its rights or obligations under this Agreement without prior written consent from DiLan. In contrast, DiLan may assign this Agreement without the Customer's consent to an Affiliate or in the context of a merger, acquisition, or sale of assets involving DiLan.

5. Governing Law and Dispute Resolution​

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Indonesia. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration. The arbitration process will be conducted in accordance with the prevailing arbitration rules in Indonesia.

6. Notices​

All notices or other communications required or permitted under this Agreement must be in writing and will be deemed given: (a) when delivered personally, upon receipt; (b) when sent by registered mail with tracking, upon receipt; or (c) when sent by email or forms, upon receipt by the recipient. Notices should be sent via email to [email protected] or through the Terms & Privacy Form.

By consenting to this Agreement, the Customer and/or User acknowledges that they have read, understood, and agree to be bound by all the terms and conditions outlined above.

Contact Us

Contact for Questions​

If you have questions or concerns about our Terms, Policies, or Agreements, please contact us through Terms & Privacy Form.