Terms & Conditions
END USER LICENSE AGREEMENT
NOTICE TO USER:
THIS IS A CONTRACT. AT THE END, YOU WILL BE ASKED TO ACCEPT THIS
AGREEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT
THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL
NOT BE ABLE TO USE, INSTALL OR OPERATE THE PRODUCT, AS DEFINED BELOW.
BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS
OF THIS AGREEMENT.
This Electronic End User License Agreement (the “Agreement”) is a legal agreement between
you (either an individual or an entity), the licensee, and Nukiesoft Software Development. (collectively, the
“Copyright Owner”), regarding the software and service titled Nukiesoft Business System that
you, either provided to you , or otherwise obtained through other resources or media such as
CD-ROMs, floppy disks, or though a network in object code form or other related services,
including without limitation.
a) all of the contents of the files, disk(s), CD-ROM(s) or other
media with which this Agreement is provided (the “Software”), and
b) all successor upgrades, revisions, patches, enhancements, fixes modifications, copies, additions or maintenance releases
of the Software, if any, licensed to you by Nukiesoft Softare Developer (collectively, the “Updates”) provided
that the Updates shall not include a new subsequent releases of the Nukiesoft Business System bearing a new first
numeral such as old version, current version or above (“New Releases”) but include any minor revisions of the Software
version indicated by a change in the decimal numeral, such as 1.x, 2.x or 3.x, and
c) related user documentation and explanatory materials or files provided in written, "online" or electronic
form (the “Documentation” and together with the Software and Updates, the “Product”).
You are subject to the terms and conditions of this End User License Agreement whether you access
or obtain the Product directly from the Nukiesoft Software Developer, or through any other source.
For purposes hereof, “you” means the individual person installing or using the Product on his or her own
behalf; or, if the Product is being copied or installed on behalf of an organization, such as
an employer, “you” means the organization for which the Product is copied or installed and
it is represented hereby that such organization has authorized the person accepting this
agreement to do so on its behalf.
For purposes hereof the term “organization” ,without
limitation, includes any partnership, limited liability company, corporation, association, joint
stock company, trust, joint venture, labor organization, unincorporated organization, or
By accessing, copying, storing, loading, installing, executing, displaying, copying the
Product into the memory of a computer or otherwise benefiting from using the functionality of
the Product in accordance with the Documentation (“Operating”), you agree to be bound by the
terms of this Agreement. If you do not agree to the terms and conditions of this Agreement, the
Company is unwilling to license the Product to you. In such event, you may not Operate or use
the Product in any way.
BEFORE YOU PUT A CHECKMARK by the statement "I agree with the above terms and
conditions" and CLICK ON THE "NEXT" BUTTON, CAREFULLY READ THE TERMS AND
CONDITIONS OF THIS AGREEMENT. YOUR CLICK OF THE "NEXT" BUTTON IS A
SYMBOL OF YOUR SIGNATURE AND BY CLICKING ON THE "NEXT" BUTTON, YOU
ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS
AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY
WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO
ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "EXIT" BUTTON AND THE
SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER.
This Product will not install on your computer unless or until you accept the terms of this Agreement. You may also
receive a copy of this Agreement by contacting Nukiesoft Development at:
email: admin at nukiesoft.com
1. Proprietary Rights and Non-Disclosure.
1.1. Ownership Rights. You agree that the Product and the authorship, systems, ideas,
methods of operation, documentation and other information contained in the Product, are
proprietary intellectual properties and/or the valuable trade secrets of Software Developer or its
suppliers and/or licensors and are protected by civil and criminal law, and by the law of
copyright, trade secret, trademark and patent of the Indonesia, other countries and
You may use trademarks only insofar as to identify printed output produced by the Product in accordance
with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark
does not give you any rights of ownership in that trademark.
The software Developer and its suppliers own and retain all right, title, and interest in and to the Product, including all copyrights, patents, trade secret
rights, trademarks, and other intellectual property rights therein. Your possession,
installation or use of the Product does not transfer to you any title to the intellectual property
in the Product, and you will not acquire any rights to the Product except as expressly set forth
in this Agreement.
All copies of the Product made hereunder must contain the same
proprietary notices that appear on and in the Product. Except as stated herein, this Agreement
does not grant you any intellectual property rights in the Product.
1.2. Source Code. You acknowledge that the source code for the Product is proprietary
to the Software Developer or its suppliers and/or licensors and constitutes trade secrets of the software developer
or its suppliers and/or licensors.
You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Product in
1.3. Confidential Information. You agree that, unless otherwise specifically provided
herein or agreed by the software developer in writing, the Product, including the specific design and
structure of individual programs and the Product, constitute confidential proprietary
information of the software developer or its suppliers and/or licensors.
You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any
form to any third party without the prior written consent of the software developer. You agree to
implement reasonable security measures to protect such confidential information provided
, the SMS Manager Software installer, and the same copyright and other proprietary notices pertaining to
this Software that appear in the Software.
If you download the Software from the Internet or similar on-line source, you must include the copyright notices resident on the Software with
any on-line distribution and on any media you distribute that includes the Software.
1.4. No Modification. You agree not to modify or alter the Product in any way. You may
not remove or alter any copyright notices or other proprietary notices on any copies of the
2. Grant of License.
2.1. License. The Software Developer grants you the non-exclusive and non-transferable license to
store, load, install, execute, and display the specified version of the Software on an unlimited
number of computers, workstations, or other electronic devices for which the software was designed
(each a “Client Device”). The software developer reserves all rights not expressly granted herein.
2.2. Remote Access. The Product contains various technologies that enable other
applications of third parties installed on a Client Device (the “Host Client Device”) to be
used or Operated remotely from one or more other Client Devices.
You may need to review your license agreements relating to other applicable third parties' applications to which you
may be able to obtain remote access using the Product in order to ascertain your compliance
with the restrictions and limitations of the use of such third parties' applications, including
the use through remote access.
3.1. No Transfer of Rights. You may not rent, lease, loan the Product. You may not
reverse engineer, decompile, disassemble or otherwise reduce any party of the Product to
human readable form nor permit any third party to do so, except to the extent the foregoing
restriction is expressly prohibited by applicable law.
Notwithstanding the foregoing sentence, decompiling the Software is permitted to the extent the laws of your jurisdiction give you the
right to do so to obtain information necessary to render the Software interoperable with other
software; provided, however, that you must first request such information from the software developer
and the software developer may, in its discretion, either provide such information to you (subject to
confidentiality terms) or impose reasonable conditions, including a reasonable fee, on such
use of the Software to ensure that the software developer's and its suppliers and/or licensors
proprietary rights in the Software are protected.
You may not modify, or create derivative works based upon the Product in whole or in part.
3.2. Proprietary Notices and Copies. You may not remove any proprietary notices or
labels on the Product. You may not copy the Product except as expressly permitted in Section
3.3. No Transfer. Except as otherwise specifically provided herein, you may not
transfer or assign any of the rights granted to you under this Agreement.
3.4. Additional Protection Measures. Solely for the purpose of preventing unlicensed use
of the Product, the Software may install on your computer technological measures that are
designed to prevent unlicensed use, and the software developer may use this technology to confirm
that you have a licensed copy of the Product.
The update of these technological measures may occur through the installation of the Updates. The Updates will not install on
unlicensed copies of the Product.
If you are not using a licensed copy of the Product, you are not allowed to install the Updates. The software developer will not collect any personally identifiable
information from your computer during this process.
4. NO WARRANTY AND DISCLAIMER.
4.1. No Express Warranty. The Software is being delivered to you "AS IS" and the
software developer makes no warranty as to its use or performance.
4.2. NO IMPLIED OR OTHER WARRANTIES. EXCEPT FOR ANY
WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO
WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCT IS PROVIDED
"AS-IS" WITHOUT ANY WARRANTY WHATSOEVER AND THE SOFTWARDEVELOPER MAKES
NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED
OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR
OTHERWISE, REGARDING OR RELATING TO THE PRODUCT OR CONTENT
THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO YOU
PURSUANT TO THIS AGREEMENT OR OTHERWISE.
YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE PRODUCT TO ACHIEVE YOUR
INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS
OBTAINED FROM THE PRODUCT. THE SOFTWARE DEVELOPER MAKES NO WARRANTY THAT
THE PRODUCT WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR
FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTWARE DEVELOPER DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR
PURPOSE WITH RESPECT TO THE PRODUCT AND THE ACCOMPANYING
WRITTEN MATERIALS OR THE USE THEREOF. SOME JURISDICTIONS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
YOU HEREBY ACKNOWLEDGE THAT THE PRODUCT MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS
INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE,
SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE
SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR
DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS,
INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF
THEREFORE, THE SOFTWARE DEVELOPER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE
AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. THE SOFTWARE DEVELOPER
DISCLAIMS ANY AND ALL LIABILITY FOR THE LOSS OF DATA DURING ANY
COMMUNICATIONS AND ANY LIABILITY ARISING FROM OR RELATED TO ANY
FAILURE BY THE COMPANY TO TRANSMIT ACCURATE OR COMPLETE
INFORMATION TO YOU.
4.3. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR
USE OF THE PRODUCT AND THE INFORMATION CONTAINED IN OR COMPILED
BY THE PRODUCT, AND THE INTERACTION (OR FAILURE TO INTERACT
PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER
PROVIDED BY THE COMPANY OR A THIRD PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE SOFTWARE DEVELOPER OR ITS
SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS
OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION
IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE
PRODUCT, OR THE INCOMPATIBILITY OF THE PRODUCT WITH ANY
HARDWARE SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SOFTWARE DEVELOPER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE
OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE
AMOUNT PAID BY YOU FOR THE PRODUCT. THIS LIMITATION OF LIABILITY
SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE
EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5.1. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Republic of Indonesia
without reference to conflicts of law rules and principles. To the extent permitted by law, the
provisions of this Agreement shall supersede any provisions of the Uniform Commercial
Code as adopted or made applicable to the Products in any competent jurisdiction.
5.2. Period for Bringing Actions. No action, regardless of form, arising out of the
transactions under this Agreement, may be brought by either party hereto more than one (1)
year after the cause of action has occurred, or was discovered to have occurred, except that
an action for infringement of intellectual property rights may be brought within the
maximum applicable statutory period.
5.3. Entire Agreement; Severability; No Waiver. This Agreement is the entire
agreement between you and Company and supersedes any other prior agreements, proposals,
communications or advertising, oral or written, with respect to the Product or to subject
matter of this Agreement provided that the Company and you may limit, modify or changes
the applicability of the terms of this Agreement by a prior, contemporaneous or subsequent
written agreement by referencing this Agreement and expressly providing
for such limitation, modification or changes. You acknowledge that you have read this
Agreement, understand it and agree to be bound by its terms.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable
for any reason, in whole or in part, such provision will be more narrowly construed so that it
becomes legal and enforceable, and the entire Agreement will not fail on account thereof and
the balance of the Agreement will continue in full force and effect to the fullest extent
permitted by law. No waiver of any breach of any provisions of this Agreement will
constitute a waiver of any prior, concurrent or subsequent breach and no waiver will be
effective unless made in writing.
The Product, including the Software and any accompanying Documentation, are copyrighted and
protected by copyright laws and international copyright treaties, as well as other intellectual
property laws and treaties.