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StarPOINTS Terms and Conditions

These terms and conditions govern the provisions regarding registration to become a user of Our Services under PT StarWORKS Technologies Indonesia), the provision of Our rewards program, and other matters relating to the StarPOINTS program. For clarity and certainty, these Terms and Conditions act as an agreement between You and Us (Terms and Conditions”).

1. Agreement

By downloading, accessing, and registering to become a user of the StarPOINTS program You acknowledge that You have read, learned, understood, and agreed to all the provisions outlined in these Terms and Conditions.

2. Definition

  1. PT StarWORKS Technologies Indonesia: PT StarWORKS Technologies Indonesia is a technology development company that issues products and services including StarPOINTS, StarWALLET, StarCARD, STARXP, STARX, and StarMEX.
  2. StarPOINTS: StarPOINTS is a blockchain-based reward program offered by PT StarWORKS Technologies Indonesia, acting as the agent of StarMEX Digital Services Ltd. Users can earn points by making purchases from partner merchants. The accumulation and redemption of points are subject to the terms and conditions set by StarWORKS Global.
  3. STARXP: STARXP is blockchain-based digital points you can earn/receive by every transaction done on StarPOINTS partner merchants and upon participating in StarWORKS project reward-based activity.
  4. StarWALLET: StarWALLET is a digital rewards wallet developed by PT StarWORKS Technologies Indonesia as a reward management platform for the StarPOINTS program.
  5. StarCARD: The StarCARD is a rewards card that grants the holder access to exclusive rewards from participating vendors. Additionally, on certain occasions, the StarCARD may be used as a medium for cashless payments for a limited period.
  6. StarMEX Digital Services Ltd: StarMEX Digital Services Ltd is the platform for secure fiat currency exchange between countries. Additionally, StarMEX serves as the legal entity of StarPOINTS products, including services related to StarCARD and StarWALLET.

3. Registration Terms

To access and use the StarPOINTS program, You must first register to become a StarPOINTS member. You can do this registration through:

  1. StarWALLET
    1. To register, You must be an individual who is legally capable under the laws of the Republic of Indonesia or You must be at least 17 years old, and not in custody.
    2. If You register even though You are not a legally capable individual as referred to in the letter above, then You represent and warrant that Your registration has been approved by Your parent or legal guardian.
    3. Upon registrating, You must enter a mobile number and an email address that are still active, valid, and accurate and have never been registered with the StarPOINTS program before, into the StarWALLET app.
    4. You are required to complete the registration by email through the confirmation link we send from [email protected] and input the OTP number by SMS/WhatsApp we send to your registered phone number.
    5. You are obliged to always maintain the security and confidentiality of the OTP and the Security Code. For the security of Your account, please do not share, inform, or disclose the OTP code or Security Code to any party, including StarWORKS Global's officials, customer service, etc.
    6. Each suer can only register 1 (one) account with 1 (one) mobile number and 1 (one) email.
    7. StarWALLET 3.0 version allows you to update or change your profile information including your email and phone number.
  2. StarCARD
    1. To register, You must be an individual who is legally capable under the laws of the Republic of Indonesia or You must be at least 17 years old, and not in custody.
    2. If You register even though You are not a legally capable individual as referred to in the letter above, then You represent and warrant that Your registration has been approved by Your parent or legal guardian.
    3. Upon registering, you must provide information about your mobile number and email address that are still active, valid, and accurate and have never been registered with the StarPOINTS program before.
    4. After successful registration, you will receive a StarCARD from staffs which can be used for transactions and to get StarPOINTS rewards.
    5. Customers who register through StarCARD are expected but not obligated to connect to their StarPOINTS account in the StarWALLET as well.
    6. You can connect your StarCARD to StarWALLET by tapping your card to StarWALLET (phone must support NFC).

4. User Responsibilities

  1. Registration and Account Security: Users must provide accurate and up-to-date information during registration for a better user experience. You are responsible for keeping the confidentiality of your account information, including your login credentials, and for any activity under your account.
  2. Use of Services: Users must provide accurate and up-to-date information during registration for a better user experience. You are responsible for keeping the confidentiality of your account information, including your login credentials, and for any activity under your account.
  3. Data Security and Privacy: StarWORKS Global takes the security of user data seriously. We employ industry-standard measures to protect user information; however, it is important to understand that no data transmission over the Internet can be guaranteed as 100% secure. Please refer to Our Privacy Policy for detailed information on how We collect, use, and protect your data.

5. StarPOINTS and STARXP

  1. StarPOINTS is an integrated blockchain-based rewards program that allows users to earn rewards in the form of STARXP when they do transactions with participating merchants.
  2. The global conversion for 1 STARXP is equal to 1 USD (IDR 15.000), and the value of STARXP is guaranteed with adequate funds according to the value of the STARXP you receive. However, the merchants’ conversion rate might vary depending on the merchants' policies and regulation programs.
  3. Our internal policies and Our agreements with the parties that cooperate with Us related to the awarding, calculation, and redemption/use of StarPOINTS will be made and implemented while still complying with the applicable laws and regulations or the policies of the competent authority or agency.
  4. Awarding of StarPOINTS:
    1. StarPOINTS will be awarded to You in the form of STARXP every time You successfully transact with participating merchants in the StarPOINTS program.
    2. The awarding, calculation, and redemption/use of STARXP are determined by:
      • Our internal policies;
      • Our agreements with participating Merchants who cooperate with Us in the awarding, calculation, and/or redemption/use of STARXP;
  5. Redemption of StarPOINTS:
    1. You can redeem the STARXP at the participating Merchants to be able to accept the redemption of STARXP, for the payment of goods and/or services at these Merchants.
    2. The amount of STARXP earnings and redemption may vary depending on the terms applied to our partner merchants.
    3. You can check all Merchants that accept STARXP redemption via the StarWALLET app.
  6. StarPOINTS Validity Period: StarPOINTS reward points are non-expiry and can be used as long as your StarWALLET account is still active.
  7. We prohibit the execution of one or more of the following actions:
    1. Actions intended to transfer the ownership of StarPOINTS members to other parties.
    2. Actions intended to get or earn StarPOINTS in fraudulent ways, for example, fictitious/fake transactions to get StarPOINTS, Abusive Acts or manipulative actions to manipulate and trick Our system, or a promotional program to get StarPOINTS.

6. STARWALLET

  1. StarWALLET is a digital rewards wallet developed by StarWORKS Global as a reward management platform for the StarPOINTS program.
  2. StarWALLET can be used for:
    1. Rewards Management, including tracking STARXP balance information, earnings, redemption, and STARXP transaction history.
    2. Redeeming your STARXP at our partner merchants’ PoS.
    3. Viewing StarPOINTS Merchant information including their location, promotional updates, and transaction history.
    4. Swapping and trading of your rewards points.
    5. Other features including asset management, news updates, etc.
    6. Viewing locations where StarCARD usages are available.

7. StarCARD

  1. StarCARD is a rewards card with NFC technology that entitles the bearer to special rewards to the customers of certain participating merchants or entities. In addition, StarCARD may also function as a cashless payment method for a limited time on select occasions.
  2. The StarCARD holders are not obligated to commit to holding the card: terminate the card after use and must be done on the StarPOINTS counter for StarCARD collection.
  3. StarCARD is designed as a tool only to earn and redeem STARXP and participate in StarPOINTS without necessarily connecting to StarWALLET.
  4. Members can check their STARXP balance on the participating merchants, StarPOINTS counter, or simply connect the card on StarWALLET.
  5. StarCARD holders may withdraw the remaining balance on their StarCARD only if the program is designated for use as a cashless payment system.

8. Account Closure

  1. StarCARD holders could terminate the card after use and this must be done on the StarPOINTS counter for StarCARD collection.
  2. In relation to StarWALLET usage for the StarPOINTS program, you might deactivate or delete your StarWALLET account. Upon the deactivation and deletion of your account, You understand and acknowledge that any remaining points, including STARX, may be forfeited, and access to certain features and services no longer be available.
  3. Deactivate action will not delete the StarWALLET account, only stopping the access and losing a few data: once created, your address is permanently on the blockchain and cannot be removed. This includes all your transaction records on the blockchain because Blockchain networks and cryptocurrency protocols make transactions irreversible, and StarWORKS Global has no control over them.
  4. We highly suggest you use/redeem your STARXP at participant merchants and withdraw all your assets before you take this action.
  5. After you deactivate your StarWALLET account, you can reactivate your account within 1 (one) month by logging into your account.
  6. If there is no login activity within 1 (one) month after deactivation, your account will be entirely and automatically closed.

9. Limitation of Liability

  1. You understand that We may provide information that is important to You or communicate/correspond with You regarding the StarPOINTS program, and/or Other Products through the StarWALLET App, email, social media, and other communication channels.
  2. You understand and acknowledge that You are solely and fully responsible for:
    1. always ensuring that the contacts that You register with Us are correct and always active for providing information to You; and
    2. always regularly checking, reading, and learning, the information and communication/correspondence that We provide through StarWALLET App, email, social media, and other communication channel.
  3. Data and Information:
    1. You hereby understand and acknowledge that We are responsible for the security and confidentiality of:
      1. data and/or information that is stored in Our data storage system;
      2. data and/or information that is collected by Us from You or through Our merchants;
      3. data and/or information that is managed and supervised by Us for You in Our capacity as a tech company.
    2. You hereby understand that You are solely and fully responsible for the security and confidentiality of:
      1. data and/or information that is under Your control and/or supervision;
      2. data and/or information stored by You in any media that is under the control of You or any third parties;
      3. data and/or information that You have never submitted to Us; and
      4. Your data and/or information that has never been or is not under Our control and supervision anymore.
  4. We are not responsible for the consequences arising from:
    1. Your negligence or mistake in keeping the security and confidentiality of Your data and/or information;
    2. breach of security and confidentiality of data and/or information by third parties who collect and/or store Your data and/or information not for Our benefit or not because of Our request; and/or
    3. breach of security and confidentiality of data and/or information that is not caused directly by; Our negligence or mistake in maintaining the security and confidentiality of Your data and/or information or data leakage security incidents from Our side.

10. Purchase and Payment

  1. You understand and acknowledge that; every purchase or payment that You make for the goods and/or services from Merchants or for payment of bills is a legal act or agreement between You and Merchants.
  2. You understand and acknowledge that; if You earn or redeem StarPOINTS Points in a purchase or payment transaction, We only act as a rewards program provider that offers a way for you to get rewarded for your transactions with our partner merchants.
  3. You understand and acknowledge that; all rights and obligations arising from legal actions or agreements between You and Merchants are entirely the responsibility of You and Merchants. Therefore, We are not responsible for the supply, delivery, quality, quantity, and satisfaction of expectations of goods and/or services sold and/or provided by Merchants, and the implementation and fulfillment of rights and obligations arising from legal relationships or agreements between You and Merchants.

11. Compliance With Applicable Laws

You are fully responsible for all consequences arising from violations of the law, and violations of the interests of any party that You commit. We are not responsible for the consequences arising from Your violation of the applicable laws and regulations, or the violation of the interests of others.

12. Other Payment Instruments

You hereby understand and acknowledge that We are a digital rewards program provider that issues blockchain-based digital points, namely STARXP, and We are only responsible for processing payment transactions involving the earning and redeeming of STARXP.

13. OTP Code and Security Code

  1. You hereby understand that the OTP code and Security Code are codes used to access Your account and StarWALLET App and to use the StarPOINTS program. Therefore, You are obliged to always maintain the security and confidentiality of the OTP code and Security Code by always applying and implementing the Precautionary Principles.
  2. We, Our employees, representatives, authorized officers, and affiliates never and will never ask You to submit or disclose Your OTP code and/or Security Code. Therefore, please do not respond to requests from any party asking You to submit or disclose Your OTP code and/or Security Code.
  3. You are solely and fully responsible for the security and confidentiality of Your OTP code, Security Code, and electronic devices (phone or tablet computer), and all consequences arising from Your negligence, error, or carelessness in maintaining the security and confidentiality of the OTP code, Security Code, and Your device.
  4. Please note that certain smartphones or tablet computers have a biometric recognition feature that can be used to replace the Security Code function, which is not a feature that We manage or provide. Therefore, all consequences arising from the use of such a feature are entirely Your responsibility.

14. Errors in the Use of Services

  1. We strongly urge You to always be careful and thorough in accessing Your account using the StarWALLET App to avoid risks that may occur due to Your negligence or carelessness.
  2. You are solely responsible for using the StarWALLET App and StarPOINTS program carefully and thoroughly to avoid the risks that may occur as a result of Your negligence or carelessness, namely:
    1. failure to access Your account and StarWALLET App or Your account being Blocked as a result of Your carelessness or negligence in entering the OTP code and/or Security Code;
    2. failure or error in the implementation of StarXP token transfers for redemption as a result of Your carelessness or negligence in entering the recipient's mobile number or the recipient's account number;
    3. error in the execution of payment transactions as a result of Your carelessness or negligence in entering the nominal value of the supposed payment transaction;
    4. failure to carry out StarXP token transactions or transfers as a result of Your carelessness or negligence in entering the Security Code, mobile number or account number of the recipient;
    5. failure or error to perform StarXP token top-up as a result of Your carelessness or negligence in entering the mobile number of the top-up recipient;
    6. errors, misunderstandings, or mistakes in the purchase/payment of goods and/or services as a result of Your carelessness or negligence in understanding the goods and/or services You purchase, the terms and conditions that You agree with Merchants related to the purchase/payment, and/or in selecting and determining the goods and/or services You purchase/pay for; and/or
    7. failure, error, mistake, or other misunderstanding caused by Your carelessness or negligence in using the StarWALLET App or StarPOINTS program carefully and thoroughly.

15. Internet Network

  1. You hereby understand and acknowledge that the access and use of the StarWALLET App and StarPOINTS program require an Internet network. You also understand that disruption to the internet network can cause failures, delays, and restrictions on accessing and utilizing the StarWALLET App and StarPOINTS programs.
  2. You hereby understand and acknowledge that the availability and smoothness of the Internet network are not Our responsibility.

16. Precautionary Principle

  1. We strongly urge You to always apply the Precautionary Principle, as regulated in Article 17 (2) on risks of Use in this user agreement every time You are accessing Your StarWALLET App to avoid these risks.
  2. You are solely responsible for using the StarWALLET App and StarPOINTS program carefully and thoroughly to avoid the risks that may occur as a result of Your negligence or carelessness, namely:

17. Device of Compatibility

  1. We do not give any guarantee that the StarWALLET App can be downloaded or used on all electronic devices, (tablet computers or smartphones), therefore, please ensure that the electronic device You are using is compatible with the StarWALLET App so that You can use the StarWALLET App and its features. The use of electronic devices that do not have compatibility with the StarWALLET App may cause You to not be able to use the StarWALLET App and/or the features in it or hinder the use of the features on the StarWALLET App or other consequences.
  2. We do not give any guarantee that the StarWALLET App and/or the features in it can continue to operate or be used simultaneously with any combination of hardware, software, or devices or systems from any party.

18. Risks Of Use

  1. By using StarWALLET and StarCARD you understand and agree that it is your responsibility to keep the card secure. Missing StarWALLET account or StarCARD and unauthorized use by third parties are not our responsibility..
  2. The Precautionary Principle can be applied and implemented in the following ways:

    StarWALLET

    1. By downloading and using the StarWALLET App, You are deemed to have understood all the security risks of using the StarWALLET App, and the StarPOINTS program, namely; balance theft, account takeover, hacking, fraud, or other unlawful acts that may harm You. With these risks, We strongly urge You to always apply the Precautionary Principle in every action You carry out.
    2. Do not give, disclose, and/or submit Your OTP code and/or Security Code to any parties. Please remember Our official officers, and Our affiliates never and will never ask You to disclose and give Your OTP code and/or Security Code.
    3. Do not respond to any form of contact, whether phone calls, emails, or links, that are suspicious and that claims to be from Us. Please check the validity of any contacts that reach out to You that claim to be from Us to the User Support Service.
    4. Always maintain the security and confidentiality of Your OTP and Security Code, Your electronic devices, and Your data and information, especially those relating to Your personal data.
    5. Do not use any software or programs on Your electronic device that can compromise the security and confidentiality of Your data and information.
    6. Do not access Your account and StarWALLET App from electronic devices that You do not own or control.
    7. Always remove traces of Your account access on electronic devices that You no longer use.
    8. Always maintain the security of electronic devices used to access Your account so that they are not lost or fall into the hands of irresponsible parties.
    9. Immediately contact the User Support Service, if You are losing the electronic device used to access Your account.
    10. Immediately contact the User Support Service, if You find any indication of unauthorized access to Your account.
    11. Immediately and only contact the User Support Service to request any assistance regarding the StarWALLET App or StarPOINTS program.
    12. Always update the StarWALLET App software, if there is an update request from the StarWALLET App.
    13. Check regularly for information and notifications provided through the StarWALLET App, Communication Media, or Publication Media.
    14. Always check the veracity of any parties claiming to act for and on behalf of Us (PT StarWORKS Technologies Indonesia) and/or Our affiliates. You can contact the User Support Service to check on this matter.
    15. Always check the veracity of every platform, website, and application that claims to be Our official electronic channel. You can contact the User Support Service to check on this matter.
    16. Do not disclose information that can only be known by You to any party, namely; Your personal data, transaction data, OTP code and Security Code.
    17. Do not download or use programs or electronic devices that may contain malware, spyware, viruses, and other programs that can endanger the security and confidentiality of Your data and information, or Your account.
    18. Always change Your Security Code regularly to avoid the risks associated with unauthorized access.
    19. Immediately change Your Security Code, if You know or suspect that unauthorized parties know the Security Code.
    20. Always pay attention to the situation around You while You are accessing Your account or entering the OTP code and/or Security Code, and avoid suspicious environments when You are accessing Your account or entering the OTP code and/or Security Code.
    21. Do not allow any party to use Your electronic device or access/use Your account or StarWALLET App.
    22. Only use Our official channels to access and use the StarPOINTS program or Account Linking. You can contact the User Support Service to get information about Our official channels.
    23. Avoid using public Wi-Fi networks or wifi in public places to access or use Your account and StarWALLET App.
    24. Always take reasonable actions to prevent risks that may harm You.

    StarCARD

    1. Keep your card in a secure place such as a cardholder, bag, purse, or wallet within your reach.
    2. Do not give the card to any other unauthorized person or third party.
    3. You can check the balance regularly at the StarPOINTS counter or participant merchants, or/and connect the StarCARD to StarWALLET.

19. Account Takeover Risk

  1. Please note that any access to Your account and StarWALLET App and/or use of the StarPOINTS program and/or services available on the StarWALLET App, which is done by entering the correct mobile phone number, OTP code and/or Security Code, will be recognized and considered on Our security system as the access and use that You carry out on Your own.
  2. You hereby understand that We cannot know for sure the parties who access Your account as long as the mobile number, OTP code, and/or Security Code entered in StarWALLET App are correct (valid authentication), Therefore, We again urge You must always apply and implement the Precautionary Principle and maintain the security and confidentiality of Your OTP code and Security Code to avoid the risk of account takeover, and not allow any party to use electronic devices, Your account, and Your StarWALLET App.
  3. If You are aware that there has been an account takeover of Your account or You suspect an account takeover of Your account has occurred, You must immediately contact the User Support Service, to request: a temporary Blocking of Your account to prevent any risks that could harm You.
  4. You hereby agree and understand that You cannot file a claim of compensation to Us for the losses that You experienced from the takeover of Your account.

20. Force Majeure

  1. "Force Majeure" is a condition or event that occurs beyond the ability of the party experiencing it to prevent it and cannot be avoided by the party experiencing it, thus causing the party experiencing it to be unable to carry out all or part of its activities that affect the implementation of the rights and obligations of the party experiencing it. Events that are included in the Force Majeure condition, namely; natural disasters, fires, floods, conditions of war, whether declared or not, sabotage, strikes, demonstrations, social unrest, epidemics or pandemics, the promulgation of a statutory regulation, or conditions or events that could not reasonably be prevented by the party experiencing it, which causes the party experiencing it to be unable to carry out the rights and obligations arising from this user agreement.
  2. You hereby agree that Our failure or delay in carrying out Our obligations and/or responsibilities due to the occurrence of an event of Force Majeure cannot be considered an event of negligence or default.
  3. You hereby agree not to file charges, lawsuits, claims and/or ask for compensation for Our delay or failure to carry out and fulfil Our obligations because of an event Force Majeure.

21. Intellectual Property Rights

  1. Unless stated otherwise by Us; StarWALLET App, its support system, operating system, layout, design, display and interface, logo, image, name, brand, and all other parts of StarWALLET App are Our intellectual property rights.
  2. You are prohibited from copying, modifying, adapting, creating derivative works from, distributing, selling, transferring, publicly displaying, reproducing, transmitting, transferring, broadcasting, decrypting, disassembling, hacking, and exploiting StarWALLET App, parts thereof, and intellectual property contained therein.
  3. Unless stated otherwise by Us; StarCARD, its operating system, layout, design, display and interface, logo, image, name, brand, and all other parts of StarCARD including function within our Whitelabel are Our intellectual property rights.
  4. You are prohibited from copying, modifying, adapting, creating derivative works from, distributing, selling, transferring, publicly displaying, reproducing, transmitting, transferring, broadcasting, decrypting, disassembling, hacking, and exploiting StarCARD, parts thereof, and intellectual property contained therein.

22. Amendments To The Agreement

StarWORKS Global reserves the right to modify or amend this Agreement at any time. Updated versions of the Agreement will be posted on the StarWORKS Global website or communicated to users through other appropriate means. Your continued use of Our services after any modifications to the Agreement constitutes your acceptance of the updated terms.

23. Termination

StarWORKS Global reserves the right to terminate or suspend your access to the StarPOINTS program and related services at any time. In the event of termination, your rights to use the services will cease immediately, and any remaining points may be forfeited.

24. Governing Law and Jurisdictions

This Agreement shall be governed by and construed following the laws of Indonesia. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Indonesia.

Please print or save a copy of this Agreement for your records. By using the StarPOINTS program and related services, You acknowledge that You have read, understood, and agreed to the terms and conditions outlined in this User Agreement.

If You have any questions or concerns regarding this Agreement, please contact Our customer support tema at [email protected]

THIS STARPOINTS MERCHANT PARTNER PROGRAM AGREEMENT, together with all attachments, schedules, addenda, and other documents attached hereto or incorporated herein by reference (collectively this “Agreement”) is a contract between the StarPOINTS entity below and you, the entity or individual named on the submitted Merchant Partner registration form, (referred to as “you,” “your” or “Merchant Partner”) as a member in the StarPOINTS Merchant Partner Program (the “Program”). StarPOINTS and Merchant Partner are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

By registering for the Program, you agree to comply with all of the terms and conditions in this Agreement. We may revise this Agreement from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will notify you direct via email or a personal visit by our Customer Support staff, giving you at least thirty (30) days advance notice. By continuing to participate in the Program after any changes to this Agreement, you agree to abide and be bound by those changes. If you do not agree with any changes to this Agreement, you may terminate this Agreement.

It Is Understood That:

  1. If the Merchant Partner entity executing this Agreement is a legal entity incorporated or formed in the Republic of Singapore, Malaysia and, or Indonesia, then the StarPOINTS entity entering into this Agreement with you is PT Starworks Technologies Indonesia, Acting as the official agent for StarMEX, a Foreign Direct Investment (FDI) company in Indonesia, located at Jalan Dewi Sri No. 17, Legian, Bali, 80361, Indonesia. In this regard, represented by Fransiska as the Director, who is hereby authorized to act for and on behalf of PT Starworks Technologies Indonesia.
  2. Merchant Partner is interested in integrating the StarPOINTS Services into the Merchant Partner Product and referring merchants to StarPOINTS agree to bind themselves in this terms and conditions, according to the following provisions:
  3. If the Merchant Partner entity executing this Agreement is a legal entity incorporated outside the Territory described above, then the StarPOINTS entity entering into this Agreement with you is StarMEX Digital Services Ltd, IBC No. 241119 a company incorporated in the Republic of Seychelles, whose address is Suite 3, Global Village Jivan Complex, Mahe.

1. Definitions

  1. The Program that have a scope and requirements for participants, including but not limited to:

    1. Scope: StarPOINTS has developed a program for its Merchant Partners to integrate the StarPOINTS Services into the Merchant Partner Product, introduce the StarPOINTS Services to its merchants, and refer merchants to StarPOINTS (the “Program”). All Merchant Partner Users who are onboarded as StarPOINTS Users through the Program shall enter into payment processing agreement directly with StarPOINTS, and the Parties acknowledge and agree that Merchant Partner is not engaged in, and will not engage in, the processing of payments pursuant to this Agreement or the Program.
    2. Requirements for participation: StarPOINTS may change the Program at any time upon thirty (30) days’notice unless such changes are required sooner by a court, regulator, or legal requirement, in which case, StarPOINTS shall notify Merchant Partner as soon as reasonably practicable. By continuing to participate in the Program after receiving such notice, Merchant Partner agrees to abide by and be bound by any such revisions or changes.

2. Merchant Partner Obligations

  1. Merchant Partner Development: Merchant Partner shall integrate the StarPOINTS Services into the Merchant Partner Product in accordance with the integration requirements provided by StarPOINTS, as modified or updated by StarPOINTS from time to time (the “Integration Requirements”).
  2. Integration Approval: StarPOINTS, in its sole discretion, may test and approve whether Merchant Partner has satisfied the Integration Requirements in order to determine whether to grant the Integration Approval. Merchant Partner shall be responsible for all costs associated with Integration Approval, including any modifications to the integration of the StarPOINTS Services into the Merchant Partner Product necessary to meet the Integration Requirements. For the avoidance of doubt, StarPOINTS is not responsible for any costs of integrating the StarPOINTS Services for any Merchant Partner Users.
  3. Merchant Partner Marketing: In marketing the StarPOINTS Services, Merchant Partner will
    1. ensure that all Merchant Partner Products shall offer the StarPOINTS Services as the primary payment platform for its customers
    2. portray the StarPOINTS Services accurately, and:
    3. strictly adhere to any StarPOINTS branding or marketing requirements or guidelines as may be communicated to Merchant Partner from time to time. Further, Merchant Partner represents and warrants that all of Merchant Partner’s marketing activities relating in any way to the StarPOINTS Services shall comply with Applicable Laws, regulations, industry self-regulatory standards (including applicable behavioral advertising standards), and best practices.
  4. StarPOINTS Policies and Procedures: Merchant Partner agrees to perform all duties and obligations under this Agreement and the Program in accordance with StarPOINTS’s policies and procedures. Merchant Partner agrees to act in good faith and to not engage, and shall, to the extent applicable, ensure each subcontractor will not engage, in any unfair, deceptive or abusive acts and practices in the course of its provision of products or performance of services and duties under the Program and this Agreement.
  5. Presentation of StarPOINTS's Services: Merchant Partner agrees that:
    1. as it pertains to the StarPOINTS Branded Products, it shall ensure that such products are treated as a payment method with a level of prominence that is greater than any other payment method offered or supported: (1) in the Merchant Partner Product; (2) on the Merchant Partner’s website; (3) in all Merchant Partner advertising and promotional materials; and (d) in other Merchant Partner publications. For clarification, Merchant Partner shall place StarPOINTS logos and selection buttons in a manner that ensures their prominence over all other alternate method(s) of payment.
    2. in representations to its merchants or in public communications, it will not mischaracterize any StarPOINTS service as a payment method or exhibit a preference for other payment methods over any StarPOINTS service. Merchant Partner agrees not to try to dissuade or inhibit its merchants from using StarPOINTS or encourage the customer to use an alternate payment method instead of the StarPOINTS services

3. StarPOINTS Obligations

  1. Integration: StarPOINTS shall provide the Integration Requirements, and access to StarPOINTS technology and documentation, which may be revised by StarPOINTS from time to time.
  2. Merchant Partner Support: StarPOINTS shall respond to Merchant Partner’s inquiries in the same manner in which StarPOINTS responds to all similarly situated Merchant Partners. StarPOINTS will be responsible for all customer service relating to the StarPOINTS Services. StarPOINTS will refer inquiries relating to the Merchant Partner Product and Merchant Partner’s website to Merchant Partner’s customer service.

4. Intellectual Property and License

  1. Marks: Subject to the terms and conditions of this Agreement, each Party grants to the other Party a non-exclusive, non-transferable, worldwide, royalty-free license to use, reproduce, distribute and display the other Party's name and Marks (defined below) solely:
    1. in the case of StarPOINTS's Marks, solely to enable the StarPOINTS Services for Merchant Partner's Users through the Merchant Partner Product, all in accordance with any Integration Requirements and the terms of this Agreement;
    2. in the case of Merchant’s Marks, to publicize Merchant Partner’s usage of the StarPOINTS Services including (i) through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities; (ii) on the StarPOINTS Site or through other electronic communications such as emails to StarPOINTS Users, newsletters, or in materials that StarPOINTS otherwise makes publicly available; and (iii) through any other channel to promote the use of StarPOINTS; and
    3. for any other purpose in any other publication with the prior written approval of such Party. Any such use shall be in accordance with the other Party’s standard Mark guidelines and this Agreement. A Party shall be entitled to request removal of any use of its Marks if, in its reasonable discretion, the use by the other Party of the Marks tarnishes, blurs, or dilutes the Marks or misappropriates the associated goodwill and such problem is not cured within five (5) business days of the using Party’s receipt of notice of the problem.
  2. Company Technologies and APIs:
    1. Subject to the terms and conditions of this Agreement, StarPOINTS hereby grants to Merchant Partner a non-exclusive, non-transferable, revocable, non-sublicenseable, limited license to use Company Technology solely as required and necessary to enable the StarPOINTS Services for Merchant Partner’s Users through the Merchant Partner Product, all in accordance with any Integration Requirements and the terms and conditions of this Agreement (the “IP License”). Additionally, Merchant Partner represents and warrants that Merchant Partner has acknowledged and agreed to the terms and conditions of the StarPOINTS Developer Agreement which govern the use and implementation of StarPOINTS APIs (the “API License”). As used herein, “Company Technology” means the following intellectual property or proprietary rights of Company (or licensed to Company by a third party) used in connection with the StarPOINTS Services: published and unpublished works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information).
    2. In connection with Merchant Partner’s use of StarPOINTS APIs, Merchant Partner is prohibited from doing any of the following: (i) selling, transferring, sublicensing, or disclosing Merchant Partner’s User ID to any third party (other than approved third party service providers); (ii) selling, transferring, sublicensing, and/or assigning any interest in the Confidential Information of StarPOINTS accessed by the StarPOINTS APIs; and (iii) collecting any customer’s personally identifiable information that is accessed through the StarPOINTS APIs without that customer’s express permission.
    3. In the event of degradation or instability of StarPOINTS’s system(s) or an emergency, StarPOINTS may, in its sole discretion, change or temporarily suspend Merchant Partner’s access to any StarPOINTS Service, including but not limited to the StarPOINTS APIs and databases and/or information accessed from the StarPOINTS APIs, in order to minimize threats to and protect the operational stability and security of StarPOINTS’s systems. Notwithstanding the foregoing, StarPOINTS shall use reasonable efforts to notify Merchant Partner of suspension of the StarPOINTS Services, except that such notice shall not be required where, in the reasonable opinion of StarPOINTS, such notice would compromise the security of StarPOINTS’s systems or performance of the StarPOINTS Services.
    4. As between StarPOINTS and Merchant Partner, StarPOINTS retains all rights, titles and interest in and to the StarPOINTS Services, Company Technology, and all intellectual property rights therein. Except as licensed herein, this Agreement does not transfer any intellectual property rights. There are no implied licenses under this Agreement, and any rights not expressly granted to Merchant Partner in this Agreement are reserved by StarPOINTS or its suppliers. Merchant Partner shall not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the StarPOINTS Services. All rights and licenses granted to Merchant Partner in the StarPOINTS Services and the intellectual property shall terminate automatically and revert to StarPOINTS upon termination of this Agreement or upon termination of any StarPOINTS Service to which the rights and licenses relate.
    5. The licenses described in this Section shall terminate automatically upon termination of this Agreement.
  3. Competitive or Similar Materials: Notwithstanding the foregoing, in no event shall StarPOINTS be precluded from developing for itself, having developed, acquiring, licensing, or developing for third parties, as well as marketing and/or distributing materials which are competitive with Merchant Partner's products and/or services, so long as StarPOINTS does not use Confidential Information of the Merchant Partner in such activity.

5. Data Protection

  1. Roles:
    1. In the context of this Agreement, each Party will act as a Data Controller responsible for the processing of personal data carried out, and will ensure that all processing of personal data complies with the applicable data protection laws, including but not limited to the Personal Data Protection Law No. 27 of 2022 in Indonesia.
    2. If a third party acts as a Data Processor, the Party engaging the Data Processor will be responsible for ensuring that the Data Processor complies with the same obligations related to data protection
  2. Responsibility:
    1. Each Party shall comply with the obligations set forth in the applicable data protection laws, including implementing and maintaining appropriate technical and organizational security measures to protect personal data from unauthorized access, use, or disclosure.
    2. Each Party shall maintain records of all data processing activities conducted under this Agreement and shall periodically audit to ensure compliance with applicable data protection policies.
    3. Each Party must promptly notify the other Party within no more than 72 hours of any data breach or leak that could potentially harm the personal data being processed, in accordance with the applicable legal requirements.
    4. All parties involved in the processing of personal data under this Agreement, including but not limited to employees and third parties, must comply with strict confidentiality obligations and may only access personal data to the extent necessary for their duties under this Agreement.

6. Confidentiality

  1. Confidentiality Obligations: Each Party agrees to maintain the other Party’s Confidential Information in confidence and not to disclose it to third parties or use it for any purpose other than as necessary and required to perform the services pursuant to this Agreement. Such restrictions shall not apply to Confidential Information that:
    1. is known by the recipient prior to the date of disclosure by the disclosing Party;
    2. becomes publicly known through no act or fault of the recipient;
    3. is received by recipient from a third party without a restriction on disclosure or use; or
    4. is independently developed by recipient without reference to the Confidential Information. Notwithstanding the foregoing, a Party may share Confidential Information with an affiliate in the event that the other Party requests services from such affiliate and such affiliate shall be bound by this Section. In the event that the receiving Party is required by a court, government agency, regulatory requirement, or similar disclosure requirement to disclose Confidential Information of the disclosing Party, unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, the receiving Party shall immediately notify the disclosing Party and shall use reasonable efforts to obtain confidential treatment or a protection order of any Confidential Information that is required to be disclosed. The obligations hereunder shall survive the termination of this Agreement or until such time as such Confidential Information becomes public information through no fault of the receiving Party.
  2. Protection of Confidential Information: Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of the other Party’s Confidential Information and that the disclosing Party will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.
  3. Return of Confidential Information: Upon termination of this Agreement, at the request of a disclosing Party, the receiving Party shall return to the disclosing Party within ten (10) days all Confidential Information of the Party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof or certify such Confidential Information’s destruction. The foregoing obligation shall not be applicable to any Confidential Information that a Party is required to retain in order to comply with applicable law, rules or regulations.
  4. User Data: In the event a Party discloses Confidential User Data to the other Party, such receiving Party understands and agrees that it shall have the right to use the Confidential User Data, and any derivative works thereof, only as strictly required and necessary to perform its obligations under this Agreement and that it is strictly prohibited from combining the Confidential User Data with its own User Data or from directly or indirectly using the Confidential User Data in connection with any marketing activities. Further, the receiving Party shall keep the disclosing Party’s Confidential User Data only for as long as necessary to perform its obligations under this Agreement.

7. Term and Termination

  1. Term: This Agreement is effective as of your acceptance hereof and shall continue until terminated as set out herein.
  2. Termination: Either Party may terminate this Agreement at any time upon thirty (30) calendar days’ written notice for any reason. StarPOINTS may terminate this Agreement immediately if Merchant Partner breaches a material term of this Agreement and the breach is not cured within ten (10) calendar days after Merchant Partner receives written notice of the breach. This Agreement may be terminated by either Party effective immediately and without any requirement of notice, in the event that:
    1. the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;
    2. the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;
    3. the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;
    4. the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;
  3. Effect of Termination: Upon termination of this Agreement, the following shall apply:
    1. all rights and licenses under this Agreement will immediately terminate;
    2. Merchant Partner must destroy any of StarPOINTS’s Confidential User Data in its possession within seven (7) calendar days and, upon StarPOINTS’s request, provide proof of such destruction within seven (7) calendar days of receiving such request; and
    3. Merchant Partner will remain liable for any amounts or other liability under this Agreement that arose prior to the date of termination.

8. Limitation of Liability

  1. In no event shall StarPOINTS be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the StarPOINTS services) operated by us or on our behalf, any of the StarPOINTS services, or this Agreement (however arising, including negligence), unless and to the extent prohibited by law.
  2. Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, StarPOINTS is not liable, and you agree not to hold StarPOINTS responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
    1. your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the StarPOINTS services) operated by us or on our behalf, or any of the StarPOINTS services;
    2. delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the StarPOINTS services) operated by us or on our behalf and any of the StarPOINTS services;
    3. viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the StarPOINTS services) operated by us or on our behalf or any of the StarPOINTS services or any website or service linked to our websites, software or any of the StarPOINTS services;
    4. glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the StarPOINTS services) operated by us or on our behalf or any of the StarPOINTS services or in the information and graphics obtained from them; or
    5. the content, actions, or inactions of third parties.

9. Indemnficiation

You agree to defend, indemnify and hold StarPOINTS harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of:

  1. your breach of this Agreement;
  2. your improper use of the StarPOINTS services;
  3. your negligence or willful misconduct, and/or
  4. your violation of Applicable Laws or the rights of a third party.

10. Miscellaneous

  1. Compliance with Laws, Regulations and Applicable Association Rules
    1. Merchant Partner and StarPOINTS each represents, warrants and covenants that it shall at all times comply with the applicable Payment Card Industry Data Security Standards, as such may be amended from time to time, with respect to any card data received by it in connection with this Agreement. Merchant Partner agrees to comply with applicable data privacy and security requirements under the PCI-DSS and any applicable card network data security requirements (including those made available by Visa, MasterCard, American Express, and Discover) with regards to Merchant Partner’s use, access, and storage of certain credit card non-public personal information.. StarPOINTS will comply with PCI-DSS and acknowledges that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits, or to the extent that StarPOINTS could impact the security of the cardholder data environment.
    2. Merchant Partner acknowledges and agrees that Merchant Partner is responsible for the integrity and security of the Merchant Partner Product and is solely liable for any losses suffered as a result of a compromise of Merchant Partner Platform’s security including, but not limited to, unauthorized use of Merchant Partner User credentials.
    3. To the extent applicable and required in connection with the Program and this Agreement, Merchant Partner shall register with any required card network programs through StarPOINTS’s acquiring bank.
  2. Power and Authority: Each Party represents, warrants and covenants that (a) it has full power and authority to enter into and perform this Agreement, and (b) its execution and performance of this Agreement does not violate, conflict with, or result in a material default under any other contract or agreement to which it is a party or by which it is bound. The representations and warranties contained in or made under or in connection with this Agreement shall be deemed to have been made by each Party upon entering into this Agreement.
  3. Governing Law and Jurisdictions: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Indonesia, without regard to any conflict of laws principles. The parties agree that the courts of Indonesia shall have exclusive jurisdiction over any disputes arising from this Agreement.
  4. Notice:
    1. Merchant Partner agrees that StarPOINTS may provide notice to Merchant Partner either by email sent to the email address listed in its Program account or by mail or courier to the address for the Merchant Partner set forth in the recitals above.
    2. Unless Merchant Partner is communicating with StarPOINTS about a matter where StarPOINTS has specified another notice address, written notices to StarPOINTS must be sent by mail or courier to one of the addresses below: