FRAMEWORK SERVICE AGREEMENT

(the “Agreement”)

The Agreement is made on [insert date], by and between:

BRAINLY, INC., a Delaware corporation (“Brainly”), with its office at 155 Fifth Avenue, 5th
floor, New York NY 10010,
and
ARFIYAN SUSANTO( the “SME”), with its office at Jl. Kendalpayak Watudakon Gg. Rambutan
No. 19.

1. General provisions and Definitions

1.1. In addition to the capitalized terms in the introduction to the Agreement, the capitalized
terms below shall have the following meaning:
1.1.1. Answer means a unique answer to the Question, given by a SME, meeting the
Quality Standards;
1.1.2. Brainly Platform means Brainly website specified in the SOW
1.1.3. College Level Question means Questions categorized as school level: college
on the Brainly Platform;
1.1.4. Communication Channel means a relevant communication channel specified in
the SOW;
1.1.5. Confidential Information shall have the meaning defined in the NDA;
1.1.6. High School Level Question means Questions not being College Level
Questions;
1.1.7. Humanities means categories of subject matters on the Brainly Platform defined
as Humanities in the SOW, such as: business, English, history, geography, social
studies and law;
1.1.8. KOS- the Keyword Optimization Standards constituting the Appendix no. 5
hereto;
1.1.9. Maximum Number of Answers Delivered means the maximum number of
Answers of the agreed quality per month taken into account in the calculation of the
Agency’s fee, specified in the SOW
1.1.10. Minimum Number of Answers Delivered means a minimum number of
Answers of the agreed quality and of the agreed level or category, that the Agency
commits to deliver to Brainly per calendar month, defined in the SOW;
1.1.11. Minimum Number of Questions Delivered means a minimum number of

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 Questions that Brainly commits to deliver to the Agency for answering per calendar
month defined in the SOW;
1.1.12. NDA means the Non-disclosure Agreement concluded by the Parties, the copy of
which constitutes Appendix no. 3 hereto;
1.1.13. Quality Evaluation means Brainly's assessment of the quality of the Answer
Delivered based on the Quality Standards;
1.1.14. Quality Standards means the Answer quality assessment standards applied by
Brainly and explained in Appendix no. 2 hereto and in the KOS ;
1.1.15. Quality Level means rate of the Answer on the scale from 1 to 5 according to
the Quality Standards, being the result of the Quality Evaluation;
1.1.16. Question Delivered means Question to which the Agency was requested by
Brainly, via the Communication Channel specified in the SOW, to arrange for the
answer;
1.1.17. Question means a question posted on the Brainly Platform or in the answering
tool specified in the SOW;
1.1.18. SME means subject matter expert being a natural person with sufficient
knowledge and experience, engaged by the Agency, regardless of the legal basis
of the engagement;SOW - the Statement of Work constituting the Appendix no. 1
hereto or any document agreed and signed by the Parties to replace it in the future;
1.1.19. STEM means categories of subject matters on the Brainly Platform defined as
STEM in the SOW, such as: physics, biology, mathematics, chemistry, health,
engineering, medicine, computer & technology;
1.1.20. Term means the term of this Agreement specified in the SOW.
1.2. In case of any differences between the provisions of the Agreement and provisions of
the SOW, the SOW shall prevail.
2. Subject of the Agreement
2.1. Brainly orders and the Agency undertakes to arrange for SMEs to provide Answers to
the Questions Delivered, according to the terms set out in this Agreement (the
“Services”).
2.2. Brainly shall pay fees to the Agency for the Services, at the rates and according to the
other terms set out in this Agreement, subject to the limitation resulting from the
Maximum Number of Answers Delivered, unless agreed otherwise in writing by the
Parties.
3. Rights and Obligations of Brainly
3.1. Brainly undertakes to make available to the Agency at least the Minimum Number of
Questions Delivered per calendar month. If the Parties agree to categorize Questions
based on the education level or subject matter classification, Brainly is entitled to deliver
any Questions in the case where Brainly is not able to deliver Questions of the agreed
categories.

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 3.2. For the avoidance of doubt, the Answer eligible for the Service fee calculation and
payment shall only be those:
1) created by SME, who complies with paragraph 4.2 hereof and who was notified to
Brainly in writing prior to providing any Answers and with respect to whom the
Agency provided Brainly with original written statement of acceptance of the Brainly
Platform’s Terms of Service (and each amendment thereof) the wording of which
constitutes Appendix no 4 hereto, and
2) published through the SME’s user account on Brainly Platform dedicated to the
Agreement and notified to Brainly in writing, unless agreed otherwise in writing by
the Parties, and
3) evaluated to be either a Quality Level of 4 or 5, based on the Quality Evaluation, as
defined in the SOW and fulfilling the quality requirement specified in the KOS.
3.3. Brainly shall not be liable to pay the Agency any fees related to the Answers exceeding
the Maximum Number of Answers Delivered, unless agreed otherwise in writing by the
Parties.
3.4. Brainly shall have the right to increase or decrease the levels of Maximum Number of
Answers Delivered, Minimum Number of Answers Delivered and Minimum Number of
Questions Delivered by giving notice to the Agency at least 1 day before the first day of
the month in which the new level shall apply.
3.5. Brainly shall have the right to terminate, remove, block or suspend any user account at
the Brainly Platform signed up by any SME for the purpose of this Agreement. The
Agency shall undertake that no SME submits any claims, lawsuits, complaints or similar
legal measures against Brainly due to the termination, removal, blocking or suspension
of the user account at the Brainly Platform.

4. Obligations and responsibilities of the Agency

4.1. The Agency shall undertake that the Minimum Number of Answers Delivered of each
agreed level, as specified in the SOW, be provided by the SMEs. If the Minimum
Number of Answers Delivered requirement is not met in a given calendar month, Brainly
shall be entitled to decrease the Agency’s fees for that month by the amounts specified
in the SOW. In the case where Brainly does not meet the Minimum Number of
Questions Delivered requirement in the calendar month, the Minimum Number of
Answers Delivered requirement in that calendar month shall be decreased by the
amount of Questions missing to Brainly meeting the Minimum Number of Questions
Delivered requirement.
4.2. The Agency shall be solely responsible for determining the method, details and means
of performing the Services. The Agency may, at the Agency’s own expense, employ or
engage the services of such employees, as the Agency deems necessary to perform
the Services. The Agency shall be wholly responsible for the professional performance

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 of the Services by its employee such that the results are satisfactory to the Brainly.
4.3. The Agency shall require each SME to sign-up for a user account on the relevant
Brainly Platform (not being the same user account through which the SME will be
publishing answers on the Brainly Platform subject to this Agreement) and accept
Brainly Platform’s Terms of Service (and each amendment thereof) in writing. The
Agency shall provide Brainly with the original written statement of acceptance of the
Brainly Platform’s Terms of Service (and each amendment thereof) by each SME.
4.4. The Agency shall immediately notify Brainly of all SMEs engaged to fulfill this
Agreement (their names, email addresses and nicks/usernames used by them on the
Brainly Platform and user name of the user account on the Brainly Platform dedicated to
this Agreement, under which each SME will be publishing answers on the Brainly
Platform subject to this Agreement).
5. The Process
5.1. Answering Processes. The Parties agree for the two processes whereby the Agency
and its SMEs will be working on: (a) answering unanswered Questions on a
dedicated feed on the Brainly Platform or in an answering tool with answers that meet
the necessary Quality Levels identified in the Brainly Quality Standards; and (b)
answering Questions with existing low quality answers on the Brainly Platform by
adding answers that meet the necessary Quality Levels identified in the Brainly Quality
Standards. In the case where SMEs provide more than one Answer to the same
Question in one of the two processes (a) or (b) referred to in the foregoing sentence,
Brainly shall pay only for the first Answer to the Question that meets the Quality Levels
of 4 or 5 identified in the Brainly Quality Standards. In addition to the documentation
and other terms and conditions under this Agreement, Agency and its SMEs will answer
Questions in accordance with any and all onboarding materials provided by Brainly to
the Agency and its SMEs from time to time during the Term.
5.2. Operational Managers and Meetings. ARFIYAN SUSANTO will be the primary point of
contact at the Agency,(“Agency Contacts”). Dimas Mukhlas will be the primary point of
contact at Brainly, (“Brainly Contacts”). The Agency Contacts and the Brainly
Contacts will meet regularly (either weekly or bi-weekly, to be determined by the
Agency Contracts and Brainly Contacts; provided that, if they cannot agree then the
meetings will be bi-weekly), along with any relevant Agency or Brainly personnel as
determined by each of the Agency Contacts and Brainly Contacts at their sole
discretion, to discuss the progress and performance of the Services and such other
matters as agreed to by the Agency Contacts and Brainly Contacts, including
establishing the reports, metric definitions, and timing of data to drive the Services and
this Agreement. The Agency Contacts and the Brainly Contacts will work together in
advance of each meeting to establish an agenda for the meeting.
5.3. Quality Evaluation. In the monthly Quality Evaluation, Brainly’s Quality Assurance team
(“QA Team”) will check a sample of the Answers. If the QA Team determines that any
Answers are below a 4 or 5, as defined in the Brainly Quality Standards or do not fulfil
the quality requirements set out in the KOS the QA Team will use the Slack to provide

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 notice that the answers do not achieve the Quality Level and, without limiting any of
Brainly’s other rights or remedies for failure to perform the Services, the SMEs will have
twenty-four (24) hours to correct the deficient answers. If not corrected within 24 hours,
the answer will be deleted and shall not count as the Answer for the purpose of this
Agreement.
5.4. Agency’s SMEs are expected to answer all answerable Questions Delivered by Brainly,
however, not more than the Maximum Number of Answers Delivered in a calendar
month. Brainly shall not be held liable for the Questions it delivers to the Agency and its
SMEs. If, upon review of the Questions Delivered by Brainly, the Agency or its SMEs
reasonably determine that a Question is not possible to answer, the Agency will report
the unanswerable Question to the QA Team by the Communication Channel specified
in the SOW.
5.5. For determining the payment due to the Agency for each month during the Term, the
QA Team will not read and evaluate all Answers provided by Agency or its SMEs. In
order to estimate the number of Quality Level 4’s and 5’s and at the same time fulfilling
the quality requirements set out in the KOS in the total number of Answers each month,
the QA Team will take a random sample of ten percent (10%) of the Answers each
month and based on the sample review, QA Team will extrapolate the measured ratio of
Quality Level 4’s and 5’s at the same time fulfilling the quality requirements set out in
the KOS, in that sample to the full number of Answers eligible for service fee calculation
and payment in the examined month. The ratio established based on the sample review
shall be used to determine the number of Answers eligible for calculation of the Service
fees and payment.
5.6. In certain cases (new projects, insufficient quality, quality disputes), Brainly reserves the
right to evaluate more than 10% Answers as a sample.
6. Relationship of the Parties and Assistants
6.1. No Authority to Bind Brainly. The Agency acknowledges and agrees that the Agency
and its Assistants have no authority to enter into contracts that bind Brainly or create
obligations on the part of Brainly.
6.2. No Benefits. The Agency acknowledges and agrees that the Agency and its Assistants
shall not be eligible for any Brainly employee benefits and, to the extent the Agency or
its Assistants otherwise would be eligible for any Brainly employee benefits but for the
express terms of this Agreement, the Agency (on behalf of itself and its employees)
hereby expressly declines to participate in such Brainly employee benefits.
6.3. Withholding; Indemnification. The Agency shall have full responsibility for applicable
withholding taxes for all compensation paid to the Agency or its Assistants under this
Agreement, and for compliance with all applicable labor and employment requirements
with respect to the Agency’s and its Assistants’ form of business organization. The
Agency agrees to indemnify, defend and hold Brainly harmless from any liability for, or
assessment of, any claims or penalties with respect to such withholding taxes, labor or
employment requirements, including any liability for, or assessment of, withholding

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 taxes imposed on Brainly by the relevant taxing authorities with respect to any
compensation paid to the Agency or its Assistants.
7. Confidentiality
7.1. Both Parties agree that the terms and conditions of the NDA shall govern all
Confidential Information disclosed by Brainly to the Agency under this Agreement. All
Confidential Information disclosed under this Agreement shall be and remain the
property of Brainly and nothing contained in this Agreement shall be construed as
granting or conferring any rights to such Confidential Information to the Agency. The
Agency, including each SME, supervisor, and individual working on this Agreement
must understand and will be responsible for the confidentiality of the information related
to this Agreement and are not allowed to discuss either the facts of this Agreement or
the nature of this Agreement with anyone.
7.2. Without limiting any of Brainly’s other rights or remedies under this Agreement, in the
event the Agency or any of the Agency’s Assistants breaches its confidentiality
obligations under this Agreement or the NDA: (a) the Agency shall pay to Brainly
liquidated damages of USD 5000 for each breach; and (b) Brainly will be entitled to
injunctive or other equitable relief as well as monetary damages without having to post
a bond or prove actual harm. The Agency shall procure each SME to sign the non-
disclosure agreement with Brainly, whereby the agreement shall have the same
wording as the NDA (the “SME NDA”)..
8. Term and termination
8.1. The Agency shall provide Services to the Brainly during the Term.
8.2. Notwithstanding the above, either party may terminate this Agreement at any time by
providing the other party written notice of its intent to terminate immediately. In the
event of such termination, the Agency shall be paid for any portion of the Services that
have been properly performed prior to the effective date of termination, subject to
Brainly’s Quality Evaluation. If the agency also owes Brainly some of the work for
example the amount of to cover the price of the tablet, the agency should pay back its
debt.
8.3. Should either party default in the performance of this Agreement or materially breach
any of its obligations under this Agreement, including the Agency’s obligations under
the Confidential Information between the Brainly and Agency, the non-breaching party
may terminate this Agreement immediately, if the breaching party fails to cure the
breach within three (3) business days after having received written notice by the non-
breaching party of the breach or default.
8.4. Any provision of this Agreement (including the Appendices to this Agreement) that
contemplates or governs performance or observance subsequent to expiration or
termination of this Agreement will survive the expiration or termination of this
Agreement for any reason and remain in effect until fulfilled, and apply to respective
successors and permitted assigns.
9. Invoicing & Payment Schedule

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 9.1. Brainly will provide results of Quality Evaluation of Answers provided in a calendar
month by the 15th day of the following month. Invoice issued by the Agency shall be
based on the results of the Quality Evaluation.
9.2. The invoice for the Services provided in a calendar month may be issued by Agency
only after the Quality Evaluation and shall be due within 30 net days of reception by
Brainly. If identified on an invoice, payments will be electronically deposited as
described on each invoice submitted.
9.3. No additional terms and conditions included in any invoice provided by the Agency shall
be of effect or shall bind either party under this Agreement and are expressly rejected
by Brainly.
10. Key Project Contacts
10.1. General Project Oversight / Responsibilities:

Brainly The Agency

Dimas Mukhlas Widiantoro Arfiyan Susanto

Senior Manager, APAC Market Ops.
Jl. Watudakon Dsn
Krowoderska Kendalpayak Gg. Rambutan
Phone/Mobile: +48 882776307 Malang
Email: dimas.mukhlas@brainly.com
arfiyansusanto99@gmail.com
Address: 155 Fifth Avenue, 5th floor,
New York NY 10010

11. Representations and Warranties

11.1. The Agency hereby represents and warrants that:
11.1.1. all results of the Services, including all answers submitted by SMEs, will be the
original work of the submitter and will not infringe, misappropriate, or otherwise
violate the intellectual property or other rights of any third-party;
11.1.2. it has full right, power, and authority to enter into and perform this Agreement and
its performance will comply with all applicable laws and not conflict with any other
obligations the Agency may have to any other party;
11.1.3. it will perform the Services in a timely, professional, and workmanlike manner
with a degree of quality equal to or higher than applicable industry standards;
11.1.4. all results of the Services will conform to this Agreement and any instructions
provided by Brainly; and

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 11.1.5. a duly authorized representative of the Agency has read, understood, and agreed
to be bound by, and each SME will read, understand, and agree to be bound by,
the Brainly Platform’s Terms of Service and Privacy Policy.
11.2. Brainly hereby represents and warrants that it has full right, power, and authority to
enter into and perform this Agreement and its performance will comply with all
applicable laws and not conflict with any other obligations the Agency may have to any
other party.

12. Indemnity
Agency will defend, indemnify, and hold harmless Brainly, its affiliates, and its and their
respective officers, directors, employees, sublicensees, contractors, users, and agents from and
against any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’
fees and court costs) arising out of or related to: (a) any actual or alleged breach of any
representation, warranty or other provision of this Agreement by Agency or its Assistants; (b)
any actual or alleged infringement of any intellectual property or other rights by the Services,
results of the Services, or use of either; or (c) any personal injury or property damage caused by
the negligence or more culpable acts or omissions of Agency or its Assistants.
13. Limitation of Liability
EXCEPT TO THE EXTENT PROHIBITED OR RESTRICTED UNDER APPLICABLE LAW,
BRAINLY WILL NOT BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM
OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; OR (B) ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID AND/OR
PAYABLE TO AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS
IMMEDIATELY PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
14. Miscellaneous
14.1. Delays. In the event that either party is prevented from performing or is unable to
perform any of its obligations under this Agreement (other than any payment obligation)
due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic,
destruction of production facilities, riot, insurrection, material unavailability, or any other
cause beyond the reasonable control of the party invoking this Clause XII(a) (each a
“Force Majeure Event”), and if such party shall have used its commercially reasonable
efforts to mitigate its effects, such party shall give prompt written notice to the other
party, and the time for performance shall be extended for the period of delay or inability
to perform due to such occurrences.

14.2. Non-Circumvention. Because of this Agreement, the Parties may learn from each
other the contact details of valuable vendors, partners and consultants. Therefore, the
parties agree to keep confidential the names of any contacts introduced or revealed to
the other party. Further, during the term of this Agreement and until 1 (one) year of its

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 termination for whatever reason (the “Non-Circumvention Period”), Brainly guarantees
Agency that it will not circumvent Agency to hire, recruit and retain Agency’s personnel,
vendors, partners and consultants without Agency’s prior written authorization. This
provision will not apply to any third party that Brainly may already have a direct or
indirect relationship.
14.3. Appendices. All Appendices to this Agreement constitute an integral part of the
Agreement.
14.4. Headings; Construction. Headings are set forth in this Agreement for convenience
only and shall not be used in interpreting this Agreement. A reference in this Agreement
to an Article, Clause or Appendix is to the Article, Clause or Appendix of this Agreement
unless otherwise expressly provided and a reference to an Article or Clause in this
Agreement, unless the context clearly indicates to the contrary, refers to all sub-parts or
sub-components of any said Article or Clause. Common nouns and pronouns shall be
deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of
the person may in the context require. “Include”, “includes” and “including” are not
limiting. All communications with respect to this Agreement shall be in English and the
English language version of this Agreement shall control.
14.5. Amendments and Waivers. Any term of this Agreement may be amended only with
the written consent of Brainly. No provision of this Agreement will be waived by any act,
omission or knowledge of a party or its agents or employees except specifically in a
writing signed by the waiving party. If any provision is deemed by a court unenforceable
or invalid, that provision will be stricken or modified and the remainder of this
Agreement will be in full force and effect.
14.6. Sole Agreement. This Agreement, including the Exhibits hereto, constitutes the sole
agreement between the parties and supersedes all oral negotiations and prior writings
with respect to the subject matter hereof.
14.7. Assignment. The Agency may not assign this Agreement or any of its rights or
obligations hereunder, in whole or in part, without the prior written consent of Brainly.
Brainly may assign this Agreement freely without restriction. Any other non-permitted
assignment will be void and of no effect. Subject to the foregoing, this Agreement will be
binding upon and inure to the benefit of each party and its respective successors and
permitted assigns.
14.8. Notices. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed sufficient when delivered personally or by overnight courier or sent by
email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after
being deposited in the U.S. mail as certified or registered mail with postage prepaid,
addressed to the Party to be notified at such Party’s address or fax number as set forth
on the signature page, as subsequently modified by written notice, or if no address is
specified on the signature page, at the most recent address set forth in the company’s
books and records.
14.9. Choice of Law. The validity, interpretation, construction and performance of this

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 Agreement shall be governed by the laws of the State of New York, without giving effect
to the principles of conflict of laws. Each of the parties to this Agreement consents to
the exclusive jurisdiction and venue of the state and federal courts of New York City,
New York.
14.10. Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good faith. In
the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
14.11. Counterparts. This Agreement may be executed in counterparts, including facsimile,
PDF, and other electronic copies, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument.
14.12. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS
AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE
OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL
OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE
DRAFTING OR PREPARATION HEREOF.
XIII. List of Appendices to the Agreement:
Appendix 1 - The Statement of Work,
Appendix 2 - The Non-Disclosure Agreement
Appendix 3 - Brainly Quality Standards
Appendix 4 - Statement of Acceptance of the Terms of Service
Appendix 5- The Keyword Optimization Standards

[Signature Page to Follow]

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IN WITNESS WHEREOF, Brainly, Inc. and Vaidik Eduservices Private Limited have executed
this Agreement as of the date set forth above.

c. Agency Education Services / Consultant

_____________________________
Signed:
Authorized Signature
Name: Dimas Mukhlas
Address: 155 Fifth Avenue, 5th floor, New York NY 10010
Title:
Date:______________

_____________________________
Signed:
Authorized Signature
Name: Freelancer name
Address
Title:
Date:

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