THIS AGREEMENT (the “Agreement”) is made between PT. Gcloud Information Technology (WGS Hub) (“Licensor”), which owns the business premises at Wisma Monex 9th Floor, Jl. Asia Afrika 133-137, Bandung, Indonesia 40112 and any company or individual who has filled out and approved the WGS Hub Service Register Form (“Licensee”) and shall be effective on the date as the Licensee has filled in the WGS Hub Service Registration Form (“Date Effective”).
That Licensor is engaged in the business of providing access to WGS Hub’s web applications (“Software”) and the Licensor’s proprietary WGS Hub application server; THAT, the Licensee intends to use the Licensor’s services to provide the services provided in this agreement.
BY THEREFORE, the Licensor and the Licensee agree as follows:
Subject to the terms and conditions of this agreement, the Licensor hereby grants to Licensee a non-exclusive license to
- access and run gCloud (“Software”) on supported platforms;
- access the server The gCloud application (wgshub.com) via the Internet, and
- transmit data relating to the Licensee’s use of the Software over the Internet.
2. Usage and Access
- Subject to the usage restrictions set forth in this Agreement, Licensee will have access to the Software and Licensor application servers for the purposes of the use of the software and in accordance with the specifications set forth in the documentation relating to the Software provided by Licensor. Such use and access shall be continuously given 24/7 unless an interruption occurs for maintenance reasons or downtime beyond Licensor’s control.
- The Licensee will use the Software solely for internal business operations and will not permit the Software to be used by or for the benefit of anyone other than the Licensee. The Licensee shall have no right to grant sub-licenses or sell the right to access and / or use the Licensed Software or to transfer or assign rights or use the Software, except as expressly provided in this Agreement. Licensee may not modify, translate, otherwise reverse engineer, decompile or create derivative works based on the Software. The Licensee agrees to use the Software in a manner consistent with all applicable laws including intellectual property and copyright law. The Licensor expressly owns all rights not granted to the Licensee in this Agreement.
Licensee will not:
- send or share identification codes or passwords to persons other than authorized users
- permit identification codes or passwords to be cached on proxy servers and accessed by individuals who are not authorized users; or
- Allow access to the software through a single identification or password made available to multiple users.
- Fees for a Software license do not include tax. If the Licensor is required to pay or levy a government, state or local tax or value added tax on any fees charged under this Agreement, or any other similar taxes or duties levied by a governmental authority, excluding taxes levied on the Licensor’s net income, The tax and / or duty will be billed and paid by the Licensee immediately upon receipt of receipt of the Licensor’s invoice and supporting documentation for the tax or duty charged.
4. Upgrading of Current Software
Licensor will continuously upgrade the Software and will provide regular enhancements to the Software as necessary.
The Licensee grants the Licensor the right to name the Licensee as a customer in the Licensor’s promotional materials.
6. Termination of Service
Either party may, at any time, terminate this Agreement for any reason, including any material breach, where the terminating party has granted the other party at least fourteen (14) days prior written notice of infringement and the opportunity to correct the offense. Termination of the breach will not preclude the ending party from carrying out the restoration of the violation.
7. Property Ownership Intellectual Property
Ownership of any intellectual property rights of property in the Software or website of the Licensor shall remain the sole and exclusive property of the Licensor. The Licensee shall be the owner of all content created and published by the Licensee.
- The Licensee acknowledges that the Software and other data on the Licensor’s application server encompass coding logic, design and methodology which is valuable confidential information which is the Licensor’s proprietary rights. The Licensee shall protect the right to access the Software and other software installed on the Licensor’s application server using the same care standards to which the Licensee uses it for its own secret material.
All data relating to the Licensee disclosed to the Licensor in connection with the execution of this Agreement and residing on the Licensor’s application server shall be held confidentially by the Licensor and will not, without the prior written consent of the Licensee, be disclosed or used for purposes other than The implementation of this Agreement. Licensor will maintain the confidentiality of such data by using the same standard of care whereby the Licensor uses it for its own secret material. This obligation shall not apply to data that:
- is or becomes, not because of the Licensor’s conduct or failure / omission, is known or generally available;
- known to the Licensor upon receipt of such information as evidenced by a written record;
- is subsequently furnished to the Licensor by a third party, as a right and without disclosure restrictions;
- independently developed by Licensor evidenced by written and dated records and without breach of this Agreement; Or
is part of the express written permission granted by the Licensee. Without departing from the foregoing provisions, disclosure of data shall not be impaired if such disclosure:
- is in response to an official order from a court or other government entity in Indonesia;
- where required by law; Or
- where necessary to establish rights or enforce obligations under this Agreement, but only to the extent that such disclosure is necessary.
9. Limitation of Liability, Indemnification
No party shall be liable to any other party for any special, indirect or consequential damages incurred or suffered by any other party arising out of the consequences of or relating to the use of the Software, whether in contract, unlawful conduct or On the contrary, although there are other parties have been notified of the possibility of such advantages or disadvantages. Licensee will mutually benefit and free Licensor arising from or in the manner of using this License, and for all reasonable fees, attorneys fees and expenses incurred therein. All responsibility. Will not exceed the total amount owned by the Licensee for a period of twelve months prior to maturity or negligence resulting in a claim.
Any notice or communications relating to this Agreement between the parties shall be made with the following details:
If to Licensor
Address: WGS Hub, Jl Soekarno Hatta 104, Bandung 40222, Indonesia
Phone: +62 22 603 4882
Email address: firstname.lastname@example.org
If to the Licensee
Address: as mentioned in the registration form filled out by the Licensee
Phone no: as mentioned in the registration form filled out by the Licensee
Email address: as mentioned in the registration form filled out by the Licensee
11. Relations of the Parties
Nothing in this Agreement shall make or imply agency relations between the parties, nor shall this Agreement be regarded as a joint venture or partnership between the parties.
Any dispute arising under this Agreement shall be settled by arbitration by a sole arbitrator in accordance with the relevant rules, if any. The parties agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of Indonesia. Arbitration will be held in Bandung. The arbitrator shall have the authority to provide a decision on the completion and performance of certain performance to enforce the terms of this Agreement. The decisions made by the arbitrator may be included in the competent Court.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the matter herein, and supersedes all prior agreements, proposals, negotiations, statements or communications relating thereto. Both parties recognize that they are without compulsion to enter into this Agreement with a statement or a promise not specifically stated herein.
THEREOF, the parties have entered into this Agreement by their authorized representative.