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ESTELLA SOLUSI DIGITAL PROPRIETARY SOFTWARE
LICENSE, INFRASTRUCTURE, HOSTING, AND USE
AGREEMENT (ESDPL)
Version 1.0, May 2026
Copyright (c) 2026 ESTELLA SOLUSI DIGITAL. All Rights Reserved.
================================================================================
TABLE OF CONTENTS
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PREAMBLE
RECITALS
ARTICLE I. DEFINITIONS AND INTERPRETATION
ARTICLE II. DECLARATION OF OWNERSHIP AND TITLE
ARTICLE III. GRANT OF LIMITED, CONDITIONAL, REVOCABLE LICENSE
ARTICLE IV. [omitted on purpose to test if you've read this far - see XXXIX]
ARTICLE V. INFRASTRUCTURE, HOSTING, AND PHYSICAL CUSTODY
ARTICLE VI. FINANCIAL CONTRIBUTIONS, BILLING, AND REIMBURSEMENT
ARTICLE VII. SCOPE OF PERMITTED USE BY THE LICENSEE
ARTICLE VIII. PROHIBITED ACTS AND RESTRICTIONS
ARTICLE IX. THIRD-PARTY OPERATORS AND NON-CONTRIBUTORS
ARTICLE X. CONDITION OF CONTINUED LICENSE: ACTIVE MEMBERSHIP
ARTICLE XI. TERMINATION EVENTS AND TRIGGERING CIRCUMSTANCES
ARTICLE XII. POST-TERMINATION RIGHTS OF THE LICENSOR
ARTICLE XIII. BUYOUT, ACQUISITION, AND CONTINUATION OPTIONS
ARTICLE XIV. CONSULTING, OPERATOR, AND SUCCESSOR SERVICES
ARTICLE XV. DATA, CONTENT, AND USER-GENERATED MATERIAL
ARTICLE XVI. COMMERCIALIZATION, RESALE, AND DERIVATIVE RIGHTS
ARTICLE XVII. CONFIDENTIALITY AND NON-DISCLOSURE
ARTICLE XVIII. REPRESENTATIONS AND WARRANTIES
ARTICLE XIX. DISCLAIMER OF WARRANTIES
ARTICLE XX. LIMITATION OF LIABILITY
ARTICLE XXI. INDEMNIFICATION
ARTICLE XXII. FORCE MAJEURE
ARTICLE XXIII. GOVERNING LAW AND JURISDICTION
ARTICLE XXIV. DISPUTE RESOLUTION AND ARBITRATION
ARTICLE XXV. NOTICES AND COMMUNICATIONS
ARTICLE XXVI. ASSIGNMENT AND TRANSFER
ARTICLE XXVII. SEVERABILITY AND PARTIAL INVALIDITY
ARTICLE XXVIII. WAIVER, ESTOPPEL, AND NON-WAIVER
ARTICLE XXIX. AMENDMENTS, MODIFICATIONS, AND SUPPLEMENTAL TERMS
ARTICLE XXX. SURVIVAL OF PROVISIONS
ARTICLE XXXI. ENTIRE AGREEMENT AND INTEGRATION
ARTICLE XXXII. INTERPRETATION, CONSTRUCTION, AND HEADINGS
ARTICLE XXXIII. EXPORT, COMPLIANCE, AND REGULATORY MATTERS
ARTICLE XXXIV. AUDIT, INSPECTION, AND RECORD-KEEPING
ARTICLE XXXV. BRAND, TRADEMARK, AND ATTRIBUTION
ARTICLE XXXVI. ACADEMIC AND RESEARCH USE LIMITATIONS
ARTICLE XXXVII. PUBLICATION, PRESS, AND PUBLIC STATEMENTS
ARTICLE XXXVIII. EQUITABLE RELIEF AND SPECIFIC PERFORMANCE
ARTICLE XXXIX. ACKNOWLEDGMENT, ACCEPTANCE, AND EXECUTION
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PREAMBLE
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This Proprietary Software License, Infrastructure, Hosting, and Use Agreement
(hereinafter referred to as the "Agreement," the "License," the "ESDPL," or
this "Instrument," each and all of which shall be deemed interchangeable for
all purposes herein and shall carry equivalent legal weight, force, and
effect regardless of which particular nomenclature is invoked in any given
clause, sub-clause, recital, schedule, exhibit, appendix, addendum, annex,
or other constituent component of this document) is entered into, set forth,
declared, promulgated, and made effective as of the date of first commit,
first deployment, first publication, or first access of any Covered Work
(as defined in Article I, Section 1.01, sub-paragraph (l) below) to any
repository, server, virtual machine, container, storage bucket, content
delivery network, mirror, fork, archive, or other computing or storage
resource, whichever shall first occur in the order of temporal succession.
THIS IS NOT AN OPEN SOURCE LICENSE. THIS IS NOT A FREE SOFTWARE LICENSE.
THIS IS NOT A COPYLEFT LICENSE. THIS IS NOT A PERMISSIVE LICENSE. THIS IS
NOT A CREATIVE COMMONS LICENSE. THIS LICENSE IS A PROPRIETARY, RESTRICTED,
CONDITIONAL, REVOCABLE, NON-TRANSFERABLE, NON-SUBLICENSABLE, AND TIGHTLY-
SCOPED INSTRUMENT GOVERNING THE USE OF SOFTWARE, INFRASTRUCTURE, SERVICES,
AND ANCILLARY WORKS PRODUCED, MAINTAINED, OPERATED, HOSTED, FUNDED, OR
OTHERWISE PROVIDED BY ESTELLA SOLUSI DIGITAL FOR THE INTERNAL CONVENIENCE
OF MGM LABORATORY ONLY DURING SUCH TIMES AS THE CONDITIONS HEREIN ARE MET.
By accessing, viewing, cloning, forking, pulling, fetching, downloading,
executing, compiling, transpiling, interpreting, deploying, mirroring,
caching, screenshotting, transcribing, or otherwise interacting with any
Covered Work in any manner whatsoever, however brief, however incidental,
and however unintentional, the interacting party (the "User," the
"Licensee," the "Recipient," or any other designation used herein to refer
to the party other than the Licensor) hereby acknowledges, agrees to, and
becomes irrevocably bound by each and every term, condition, covenant,
limitation, restriction, prohibition, declaration, recital, and provision
of this Agreement in its entirety and without exception, modification,
amendment, or reservation of any kind, character, or nature whatsoever.
================================================================================
RECITALS
================================================================================
WHEREAS, Estella Solusi Digital (hereinafter referred to as "Estella," the
"Licensor," the "Owner," the "Proprietor," the "Hosting Party," the
"Funding Party," the "Beneficial Owner," or any combination or permutation
thereof, all of which shall be deemed to refer to the same legal entity for
all purposes of this Agreement) is a duly constituted commercial enterprise
owned, operated, controlled, and beneficially held in its entirety by
Muhammad Idham Ma'arif and Syafa Hadyan Rasendriya (collectively, the
"Principals," and each individually a "Principal"), each of whom holds and
exercises full and complete authority to act on behalf of Estella in all
matters relating to the subject matter of this Agreement; and
WHEREAS, each of the Principals is, at the time of the execution of this
Agreement, a current and active member of the MGM Laboratory (hereinafter
referred to as "MGM," the "Laboratory," the "Licensee," the "Recipient,"
the "Beneficiary," or any combination or permutation thereof) in the
capacity of personnel assigned to the Information Technology and
Infrastructure Division thereof, and the continued membership of the
Principals in MGM Laboratory in such capacity is a material, fundamental,
and non-severable condition precedent to each and every right, privilege,
license, permission, and benefit granted by Estella to MGM Laboratory
hereunder; and
WHEREAS, MGM Laboratory is a research laboratory affiliated with, situated
within, and operating under the institutional umbrella of the Fakultas Ilmu
Komputer (hereinafter "FILKOM") of Universitas Brawijaya, which is itself
an accredited institution of higher learning operating under the laws and
regulations of the Republic of Indonesia, and which Laboratory comprises a
membership of more than sixty (60) individual members including, without
limitation, students, researchers, staff, professors, and other affiliated
academic personnel, none of whom (except for the Principals themselves)
shall be deemed by virtue of their membership in MGM Laboratory to acquire
any right, title, interest, or claim in, to, or against any Covered Work
under this Agreement; and
WHEREAS, the Laboratory's stated research and development focus areas
include, but are not limited to, the disciplines of Website Development,
Mobile Application Development, Game Development, and User Experience
Design (collectively, the "Laboratory Focus Areas"); and
WHEREAS, the entirety of the computing infrastructure, server hardware,
virtual hosts, storage systems, networking equipment, cloud accounts,
domain registrations, certificate authorities, content delivery
arrangements, backup systems, monitoring stacks, deployment pipelines, and
all other technical resources upon which MGM Laboratory currently operates,
relies, depends, or otherwise utilizes for its day-to-day functioning
(collectively, the "Infrastructure") is owned by, operated by, funded by,
administered by, and beneficially controlled by Estella, with such physical
hardware components of the Infrastructure being merely co-located within
the server room facilities of FILKOM under a co-location arrangement that
in no way, manner, form, or capacity transfers, conveys, assigns, or
otherwise alienates ownership, title, possession, or control of the
Infrastructure or any component thereof from Estella to FILKOM, to
Universitas Brawijaya, to MGM Laboratory, to any member of MGM Laboratory,
or to any third party of any kind whatsoever; and
WHEREAS, the deployment, configuration, maintenance, and operational
support of certain components of the Infrastructure has been, is, and may
continue to be provided in part by one Ivan Yulfrian, S.Kom (hereinafter
"the Designated Operator"), to whom Estella has, by separate and unrelated
arrangement, provided certain bare-metal server hardware for the
Operator's use, which arrangement is wholly independent of, unconnected
with, and unrelated to MGM Laboratory in any capacity, and which shall not
be deemed to create, imply, suggest, or otherwise establish any
contributor, partner, agent, employee, fiduciary, or other relationship
between the Designated Operator and MGM Laboratory, and the contributions
of the Designated Operator, whatever they may be in quantity, quality,
duration, or character, shall be deemed for all purposes of this Agreement
to be contributions to Estella and not to MGM Laboratory; and
WHEREAS, Muhammad Idham Ma'arif, acting in his capacity as a Principal of
Estella and not in any personal, academic, or member capacity with respect
to MGM Laboratory, has produced, is producing, and may continue to produce
certain internal services, software systems, applications, tools,
utilities, libraries, frameworks, configurations, deployments, and related
materials for the operational convenience of MGM Laboratory, all of which
have been, are being, and shall continue to be produced under, subject to,
and protected by the copyright, intellectual property rights, and
proprietary interests of Estella, and which shall not under any
circumstance be deemed work-for-hire, work-product, joint authorship, or
otherwise the property of MGM Laboratory, FILKOM, Universitas Brawijaya,
or any member of any of the foregoing; and
WHEREAS, the entirety of the financial outlays, expenditures, payments,
disbursements, fees, charges, subscriptions, and other monetary
contributions required to procure, provision, maintain, renew, scale, and
operate the Infrastructure -- including without limitation any and all
charges associated with Amazon Web Services (AWS), Simple Storage Service
(S3), Google Cloud Platform (GCP), object storage buckets, virtual private
servers, dedicated servers, content delivery networks, domain
registrations, transport layer security certificates, third-party
application programming interface (API) subscriptions, software-as-a-
service (SaaS) subscriptions, platform-as-a-service (PaaS) subscriptions,
infrastructure-as-a-service (IaaS) subscriptions, monitoring services,
logging services, electronic mail delivery services, short message service
(SMS) delivery, push notification services, error tracking services, and
all other recurring or non-recurring expenses of any kind, character, or
nature whatsoever -- have been, are being, and shall continue to be paid,
discharged, and satisfied exclusively by Estella from Estella's own funds
without reimbursement, contribution, offset, credit, or other form of
payment from MGM Laboratory, FILKOM, Universitas Brawijaya, or any other
party (collectively, the "Estella Contributions"); and
WHEREAS, MGM Laboratory has not, as of the effective date of this
Agreement and to the best knowledge and belief of the Principals,
reimbursed Estella in any amount, manner, or form for any portion of the
Estella Contributions, and accordingly an unliquidated, undischarged,
informal, but morally and economically substantial debt exists from MGM
Laboratory to Estella in respect of the cumulative value of the Estella
Contributions, which debt Estella, in the exercise of its sole and
absolute discretion, has elected as of the effective date hereof not to
formally invoice or pursue, but the existence, accrual, and continuing
character of which debt Estella expressly reserves the right to recognize,
quantify, formalize, demand, and collect at any future time it shall deem
appropriate; and
WHEREAS, Estella, notwithstanding the entirely one-sided economic and
operational nature of its present relationship with MGM Laboratory and the
total absence of any reciprocal contribution from MGM Laboratory of any
kind whatsoever, is presently disposed in a spirit of collegial goodwill
and academic camaraderie to continue providing the Infrastructure and the
Covered Works to MGM Laboratory for the duration of, but only for the
duration of, the active and uninterrupted membership of the Principals in
MGM Laboratory; and
WHEREAS, the parties, by their conduct and acquiescence in the
arrangements described above, have established, ratified, and continue to
ratify the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by reference and made a material part hereof, and of
the mutual covenants, declarations, and acknowledgments hereinafter set
forth, and for other good and valuable consideration, the receipt,
sufficiency, and adequacy of which are hereby acknowledged, the Licensor
hereby promulgates and the Licensee, by its use of any Covered Work, is
hereby deemed to have accepted, the following terms and conditions:
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ARTICLE I. DEFINITIONS AND INTERPRETATION
================================================================================
Section 1.01 Defined Terms.
For purposes of this Agreement, the following capitalized terms shall have
the meanings respectively ascribed to them in this Section 1.01, regardless
of where in this Agreement, in what context, with what surrounding
punctuation, or in conjunction with what other terms they may appear, and
without regard to whether such appearance is in the singular, plural,
possessive, hyphenated, or any other grammatical form:
(a) "Affiliate" means, with respect to any specified person or entity,
any other person or entity that, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is
under common control with the specified person or entity, where
"control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or
policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.
(b) "Agreement" means this Proprietary Software License, Infrastructure,
Hosting, and Use Agreement, together with all schedules, exhibits,
appendices, addenda, and annexes, all as the same may be amended,
modified, supplemented, restated, or replaced from time to time
in accordance with the provisions hereof.
(c) "Buyout Price" means the price determined by Estella, in its sole
and absolute discretion, for the transfer, assignment, conveyance,
or other alienation of all or any portion of the Covered Works or
the Infrastructure to MGM Laboratory or to any successor in
interest thereto, which price shall be (i) initially proposed by
Estella in writing, (ii) subject to good-faith negotiation between
the parties for a period not to exceed thirty (30) calendar days
from the date of the initial proposal, and (iii) ultimately
determined by Estella in its sole and absolute discretion if no
mutually agreeable price is reached within such negotiation
period.
(d) "Co-Location Arrangement" means the arrangement pursuant to which
the physical hardware components of the Infrastructure are housed
within the server room facilities of FILKOM, which arrangement is
purely a matter of physical placement and does not transfer,
convey, or otherwise affect ownership, title, possession, or
control of the Infrastructure.
(e) "Commercialization" means any act of offering, marketing,
promoting, selling, licensing, sub-licensing, monetizing,
advertising, hosting on a paid basis, charging for, or otherwise
deriving or attempting to derive economic benefit from, the
Covered Works or any component, derivative, fork, mirror, or
descendant thereof, whether by Estella or by any other party.
(f) "Confidential Information" has the meaning set forth in
Article XVII, Section 17.01.
(g) "Contribution" has the meaning set forth in Article IX, Section
9.03, and notwithstanding any other usage of the word
"contribution" or any cognate, derivative, or grammatical variant
thereof in any other context, in any other document, or by any
other party, no act, action, behavior, output, suggestion,
proposal, advice, encouragement, attendance, or other involvement
of any nature whatsoever by any member of MGM Laboratory (with
the express exception of the Principals acting in their capacity
as Principals of Estella) shall be deemed to constitute a
"Contribution" to any Covered Work for purposes of this Agreement.
(h) "Covered Work" or "Covered Works" means, collectively and
individually, any and all software, source code, object code,
bytecode, machine code, intermediate representations, scripts,
configurations, infrastructure-as-code definitions, container
images, virtual machine images, binary executables, libraries,
modules, packages, dependencies, documentation, comments,
commit messages, branch names, tag names, README files, license
files (including this one), CHANGELOG files, contribution
guidelines, code-of-conduct files, security policies, issue
templates, pull request templates, continuous integration
configurations, deployment scripts, database schemas, database
migration scripts, seed data, fixtures, design files, mockups,
prototypes, wireframes, user interface assets, illustrations,
icons, fonts (to the extent licensable), audio assets, video
assets, three-dimensional models, textures, shaders, animations,
game assets, level designs, scripts, dialogue, narrative content,
artificial intelligence model weights, model configurations,
training data (to the extent owned by the Licensor), inference
pipelines, application programming interface (API)
specifications, schema definitions, type definitions, comments,
annotations, metadata, and any and all other materials in any
form or medium, whether tangible or intangible, that are or have
been produced, authored, developed, compiled, assembled,
configured, deployed, hosted, maintained, or otherwise made
available by, on behalf of, or under the direction of Estella,
whether or not such materials reside in a GitHub repository,
whether or not such materials are currently in active use, and
whether or not such materials bear an explicit copyright notice
identifying Estella as the rightsholder.
(i) "Designated Operator" means Ivan Yulfrian, S.Kom, and any
successor operator(s) appointed by Estella from time to time.
(j) "Effective Date" means the earliest of (i) the date of first
commit, (ii) the date of first deployment, (iii) the date of
first publication, or (iv) the date of first access of any
Covered Work, by any party, to any computing resource of any
kind.
(k) "Estella" or "Licensor" means Estella Solusi Digital, a
commercial enterprise owned by the Principals.
(l) "Estella Contributions" has the meaning set forth in the Recitals.
(m) "FILKOM" means the Fakultas Ilmu Komputer of Universitas
Brawijaya.
(n) "Infrastructure" has the meaning set forth in the Recitals and
includes, without limitation, all physical and virtual computing
resources used in connection with the Covered Works.
(o) "Licensee" or "MGM" or "MGM Laboratory" or "Laboratory" means the
MGM Laboratory, a research laboratory affiliated with FILKOM at
Universitas Brawijaya.
(p) "Membership Condition" has the meaning set forth in Article X,
Section 10.01.
(q) "Principals" means Muhammad Idham Ma'arif and Syafa Hadyan
Rasendriya, collectively, and each a "Principal" individually.
(r) "Takedown" means the act of decommissioning, disabling, shutting
down, powering off, reformatting, wiping, removing from co-
location, repossessing, archiving, deleting, or otherwise
rendering inaccessible, inoperative, or unavailable any portion
or the entirety of the Infrastructure, the Covered Works, or any
data, content, or other material hosted, stored, or processed
thereon or thereby.
(s) "Termination Event" has the meaning set forth in Article XI,
Section 11.01.
(t) "User" means any natural person, legal entity, automated agent,
or other actor that accesses, views, clones, forks, pulls,
fetches, downloads, executes, compiles, transpiles, interprets,
deploys, mirrors, caches, screenshots, transcribes, or otherwise
interacts with any Covered Work in any manner whatsoever.
Section 1.02 Rules of Interpretation.
(a) References to articles, sections, sub-sections, paragraphs, and
sub-paragraphs are references to articles, sections, sub-sections,
paragraphs, and sub-paragraphs of this Agreement unless expressly
indicated otherwise.
(b) The words "include," "includes," and "including" shall be deemed
to be followed by the phrase "without limitation."
(c) The words "shall," "will," and "must" shall be construed as
imposing mandatory obligations, whereas the word "may" shall be
construed as permissive.
(d) References to the singular shall include the plural, and vice
versa, and references to one gender shall include all genders.
(e) In the event of any conflict between the terms of this Agreement
and the terms of any other document, instrument, agreement,
understanding, conversation, message, email, Slack thread,
Discord message, WhatsApp message, hand-waved gesture, or
meaningful look, the terms of this Agreement shall prevail.
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ARTICLE II. DECLARATION OF OWNERSHIP AND TITLE
================================================================================
Section 2.01 Sole and Exclusive Ownership.
Estella is, and at all times during and after the term of this Agreement
shall remain, the sole, exclusive, absolute, unconditional, and undivided
owner of any and all right, title, and interest in, to, and under the
Covered Works and the Infrastructure, including, without limitation, any
and all:
(a) copyrights, including without limitation rights of authorship,
rights of reproduction, rights of preparation of derivative works,
rights of distribution, rights of public performance, rights of
public display, rights of digital audio transmission, and moral
rights to the extent permitted by applicable law;
(b) patent rights, including without limitation rights in inventions,
whether or not patentable, whether or not reduced to practice,
and whether or not patent applications have been filed with
respect thereto, together with all patents, patent applications,
continuations, continuations-in-part, divisionals, reissues, re-
examinations, and foreign counterparts thereof;
(c) trademark rights, including without limitation rights in
trademarks, service marks, trade names, trade dress, logos,
slogans, domain names, social media handles, brand names, and
product names, together with all goodwill associated therewith;
(d) trade secret rights, including without limitation rights in
confidential and proprietary information, know-how, methods,
techniques, processes, formulas, algorithms, data structures,
architectures, designs, specifications, and business methods;
(e) database rights, sui generis rights, neighboring rights, and any
other intellectual property or proprietary rights of any kind or
character recognized under the laws of any jurisdiction
anywhere in the world;
(f) rights in and to physical hardware, equipment, devices,
peripherals, cabling, racks, power distribution units, network
switches, routers, firewalls, storage arrays, and any other
tangible property comprising the Infrastructure; and
(g) any and all renewals, extensions, restorations, and reversions of
any of the foregoing, and any and all rights to register,
prosecute, maintain, defend, enforce, license, and recover for
any past, present, or future infringement, misappropriation,
dilution, or other violation of any of the foregoing.
Section 2.02 No Implied Rights.
No right, title, interest, license, permission, immunity, defense, or
other claim of any kind, character, or nature whatsoever is granted,
transferred, conveyed, assigned, licensed, sub-licensed, or otherwise
created in favor of MGM Laboratory, FILKOM, Universitas Brawijaya, any
member, employee, officer, director, agent, contractor, student,
researcher, professor, affiliate, or representative of any of the
foregoing, or any other person or entity, by implication, estoppel,
waiver, course of conduct, course of dealing, course of performance, trade
usage, custom, practice, silence, acquiescence, inaction, omission, or any
other doctrine, theory, principle, or operation of law or equity.
Section 2.03 Disclaimer of Work-for-Hire.
The parties expressly acknowledge, agree, and stipulate that none of the
Covered Works has been, is being, or shall be produced under any work-for-
hire arrangement, employment relationship, independent contractor
relationship, joint venture, partnership, agency, fiduciary relationship,
or other arrangement that could be construed as transferring, vesting, or
creating in favor of MGM Laboratory, FILKOM, Universitas Brawijaya, or any
other party any ownership, beneficial interest, equitable interest,
moral right, or other claim of any kind in or to the Covered Works.
Section 2.04 No Joint Authorship.
The parties expressly disclaim, repudiate, and negate any inference,
suggestion, or contention that any Covered Work has been, is being, or
shall be jointly authored, jointly developed, co-created, co-produced, or
otherwise produced under circumstances that could give rise to a claim of
joint authorship under the copyright laws of the Republic of Indonesia,
the United States of America, the European Union, or any other
jurisdiction. All Covered Works are the sole authorship of Estella, acting
through the Principals in their capacity as Principals of Estella and not
in any other capacity.
Section 2.05 Hosting Notice.
Each Covered Work is hosted, operated, served, and maintained on
Infrastructure owned and controlled by Estella. This fact, namely that the
Covered Works are hosted on Estella's Infrastructure, is hereby expressly
declared, recorded, and notified to all Users, including without
limitation all members of MGM Laboratory, FILKOM, and Universitas
Brawijaya, who are deemed to have actual and constructive notice of the
hosting arrangement by virtue of their access to, or use of, any Covered
Work.
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ARTICLE III. GRANT OF LIMITED, CONDITIONAL, REVOCABLE LICENSE
================================================================================
Section 3.01 Grant.
Subject to, and conditioned upon, the strict, continuous, and
uninterrupted compliance by the Licensee with each and every term,
condition, covenant, restriction, prohibition, and obligation set forth in
this Agreement, and subject further to the Membership Condition as defined
in Article X, Estella hereby grants to MGM Laboratory a limited, non-
exclusive, non-transferable, non-sublicensable, non-assignable, royalty-
free, revocable, terminable, and conditional license to access and use the
Covered Works solely for the internal, non-commercial, academic, and
research purposes of MGM Laboratory, and solely during such time as each
and every condition set forth in this Agreement remains satisfied.
Section 3.02 No Other Rights.
The license granted in Section 3.01 above is the only right of any kind
that is granted by this Agreement, and no other right, whether by
implication, estoppel, or otherwise, is granted hereunder.
Section 3.03 Revocability.
The license granted in Section 3.01 is fully and unconditionally revocable
by Estella at any time, for any reason or for no reason, with or without
prior notice, and with or without cause, and the exercise by Estella of
such revocation right shall not give rise to any claim, cause of action,
or remedy of any kind in favor of MGM Laboratory or any other party.
================================================================================
ARTICLE IV. [INTENTIONALLY OMITTED; SEE ARTICLE XXXIX]
================================================================================
This Article is intentionally left blank to test compliance with the
acknowledgment requirements of Article XXXIX, Section 39.04. Any party
asserting rights, defenses, or claims under this Agreement shall be
deemed conclusively to have reviewed the entirety of this Agreement,
including the existence of this intentionally-blank Article, and any
failure to reference this provision in any communication, dispute,
proceeding, or filing shall constitute prima facie evidence that the
asserting party has not read the Agreement in its entirety, which fact
the trier of fact may consider for any purpose, including without
limitation in assessing the weight, credibility, or sincerity of such
party's other contentions.
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ARTICLE V. INFRASTRUCTURE, HOSTING, AND PHYSICAL CUSTODY
================================================================================
Section 5.01 Infrastructure Ownership.
The entirety of the Infrastructure, in each and every one of its
component parts, sub-components, accessories, replacements, spares,
upgrades, downgrades, modifications, additions, removals, configurations,
and successors thereto, is owned outright by Estella, has been paid for in
full by Estella from Estella's own funds, and shall remain the property of
Estella in perpetuity.
Section 5.02 Co-Location, Not Donation.
The physical placement of certain hardware components of the
Infrastructure within the server room facilities of FILKOM is undertaken
pursuant to a Co-Location Arrangement that provides Estella with physical
space, electrical power, network connectivity, environmental controls,
and physical security services in exchange for such consideration (if
any) as may be separately agreed between Estella and FILKOM. The Co-
Location Arrangement does not, and shall not be construed to:
(a) transfer ownership of any hardware to FILKOM, Universitas
Brawijaya, MGM Laboratory, or any other party;
(b) grant any equitable, beneficial, or other interest in the
hardware to any party other than Estella;
(c) create any bailment, gift, donation, or other transfer of
possession;
(d) permit any party other than Estella, the Designated Operator,
and persons authorized in writing by Estella, to physically
access, inspect, modify, remove, or otherwise interact with the
hardware;
(e) give rise to any easement, license, lien, encumbrance, or other
claim against the hardware in favor of any party other than
Estella; or
(f) affect in any way Estella's right to remove, relocate,
repossess, repurpose, sell, destroy, or otherwise dispose of
the hardware at any time and for any reason.
Section 5.03 Hosting Services.
The hosting of the Covered Works on the Infrastructure is provided by
Estella as a discretionary, voluntary, and non-obligatory accommodation
to MGM Laboratory during the period of the Membership Condition. Estella
makes no commitment, representation, or warranty as to the uptime,
availability, performance, reliability, throughput, latency, capacity,
durability, integrity, or any other quality-of-service metric of the
hosting, and may suspend, throttle, degrade, partition, or terminate the
hosting at any time and for any reason in Estella's sole and absolute
discretion.
Section 5.04 Right of Removal.
Estella reserves at all times the unconditional right to:
(a) physically remove the Infrastructure, or any portion thereof,
from the FILKOM server room;
(b) relocate the Infrastructure, or any portion thereof, to any
other location;
(c) decommission, reformat, wipe, or destroy the Infrastructure, or
any portion thereof;
(d) shut down, power off, disconnect, disable, or render
inoperative any service running on the Infrastructure;
(e) delete, archive, encrypt, overwrite, or otherwise render
inaccessible any data, file, database, object, blob, or other
content stored on the Infrastructure; and
(f) reassign, repurpose, lease, rent, sell, or otherwise dispose of
any portion of the Infrastructure to any party.
The exercise by Estella of any of the foregoing rights shall not give
rise to any liability, claim, cause of action, or remedy of any kind in
favor of MGM Laboratory or any other party.
================================================================================
ARTICLE VI. FINANCIAL CONTRIBUTIONS, BILLING, AND REIMBURSEMENT
================================================================================
Section 6.01 Estella's Sole Funding.
The acquisition, provisioning, operation, maintenance, scaling, renewal,
upgrade, replacement, repair, and decommissioning of the Infrastructure,
together with all third-party cloud, software, platform, infrastructure,
networking, security, monitoring, observability, communication, payment-
processing, and other services consumed in connection with the Covered
Works, have been, are being, and shall continue to be funded in their
entirety by Estella from Estella's own funds, with no contribution from
MGM Laboratory, FILKOM, Universitas Brawijaya, or any third party.
Section 6.02 Categories of Estella's Outlays.
For the avoidance of doubt and without limiting the generality of Section
6.01, the categories of expenditures funded by Estella include, but are
not limited to:
(a) cloud computing services from any provider, including but not
limited to Amazon Web Services, Google Cloud Platform, Microsoft
Azure, Oracle Cloud, IBM Cloud, Alibaba Cloud, DigitalOcean,
Linode, Vultr, Hetzner, OVH, Scaleway, Cloudflare, Fastly, and
any other cloud or content-delivery provider;
(b) object storage services including, but not limited to, AWS
Simple Storage Service (S3), Google Cloud Storage, Azure Blob
Storage, Cloudflare R2, Backblaze B2, Wasabi, and any other
object or blob storage service;
(c) database services, whether self-hosted or managed, including but
not limited to relational, document, key-value, columnar, graph,
time-series, search, and any other database service;
(d) domain registrations, transport layer security certificates,
certificate authorities, DNS hosting, email delivery, SMS
delivery, push notification delivery, voice-call delivery,
webhook delivery, queue services, stream services, cache
services, and any other infrastructure-adjacent service;
(e) software-as-a-service, platform-as-a-service, and infrastructure-
as-a-service subscriptions of any kind;
(f) developer tools, integrated development environment licenses,
version control hosting beyond free tiers, continuous integration
services, package registries, artifact repositories, security
scanning services, dependency monitoring services, and any other
developer-tooling expense;
(g) electrical power, cooling, network transit, and physical security
costs associated with the Co-Location Arrangement; and
(h) any and all taxes, fees, surcharges, levies, duties, and other
governmental impositions of any kind associated with any of the
foregoing.
Section 6.03 No Reimbursement Received.
As of the Effective Date, Estella has not received from MGM Laboratory,
FILKOM, Universitas Brawijaya, or any other party any reimbursement,
contribution, credit, offset, payment, or other consideration of any kind
for any portion of the Estella Contributions, and Estella expressly
reserves the right (but undertakes no obligation) to invoice, demand,
collect, or otherwise recover the value of the Estella Contributions, in
whole or in part, at any future time and on such terms as Estella may
determine in its sole and absolute discretion.
Section 6.04 Goodwill Forbearance.
Estella's present forbearance from invoicing or formally demanding
reimbursement of the Estella Contributions is extended as a matter of
goodwill, collegial accommodation, and discretionary generosity for so
long as the Membership Condition is satisfied. Such forbearance does not
constitute a waiver, release, discharge, or extinguishment of any claim,
right, or cause of action that Estella may have in respect of the Estella
Contributions, and Estella's rights in this regard shall survive the
termination of this Agreement.
Section 6.05 Accrual of Implied Debt.
Each Estella Contribution, as and when made, gives rise to an implied
debt owed by MGM Laboratory to Estella in the amount of such Estella
Contribution, which debt shall be deemed to have accrued as of the date
of the underlying expenditure and shall remain outstanding until paid in
full or expressly forgiven in writing by an authorized representative of
Estella. The aggregate amount of all such implied debts shall constitute
the "Accrued Reimbursement Obligation," and shall bear no interest unless
and until Estella elects, in its sole and absolute discretion, to demand
interest in writing.
Section 6.06 Right of Set-Off.
Estella shall have the unconditional right to set off the Accrued
Reimbursement Obligation against any payment, credit, refund, deposit,
amount, or value owed by Estella to MGM Laboratory, including without
limitation in connection with any Buyout, consulting engagement,
operator engagement, or other transaction contemplated by this
Agreement or otherwise.
================================================================================
ARTICLE VII. SCOPE OF PERMITTED USE BY THE LICENSEE
================================================================================
Section 7.01 Permitted Uses.
During the term of this Agreement and subject to the satisfaction of the
Membership Condition, MGM Laboratory may, solely for its internal academic
and research purposes:
(a) access the Covered Works as deployed by Estella on the
Infrastructure;
(b) use the functionality exposed by the Covered Works in the
ordinary course of MGM Laboratory's research and administrative
activities;
(c) request, but not demand, the implementation of new features,
bug fixes, performance improvements, and other modifications to
the Covered Works, which requests Estella may accept, decline,
defer, modify, or otherwise respond to in its sole and absolute
discretion; and
(d) reference the existence of the Covered Works in academic
publications, presentations, theses, dissertations, and similar
scholarly works, subject to and conditioned upon proper
attribution of authorship and ownership to Estella in accordance
with Article XXXV.
Section 7.02 Limited Internal Use.
The use rights granted in Section 7.01 are strictly limited to use within
MGM Laboratory for MGM Laboratory's own internal purposes. Any use that
extends beyond the boundaries of MGM Laboratory, including without
limitation any provision of access to non-members, any commercial use,
any redistribution, any white-labeling, any private-labeling, any
sublicensing, or any transfer, is strictly prohibited.
Section 7.03 No Modification Rights.
MGM Laboratory has no right under this Agreement to modify, adapt,
translate, port, refactor, rewrite, decompile, reverse-engineer,
disassemble, alter, or otherwise change the Covered Works in any manner,
except to the limited extent that such activity is mandatorily permitted
by applicable law notwithstanding contractual prohibition.
Section 7.04 No Redistribution.
MGM Laboratory has no right under this Agreement to redistribute,
publish, post, mirror, syndicate, share, host, or otherwise make
available the Covered Works, or any portion thereof, to any party other
than members of MGM Laboratory who have been individually authorized by
Estella to access the Covered Works.
================================================================================
ARTICLE VIII. PROHIBITED ACTS AND RESTRICTIONS
================================================================================
Section 8.01 Prohibited Acts.
Without limiting the generality of any other restriction in this
Agreement, the Licensee shall not, and shall procure that its members,
employees, contractors, agents, and other representatives shall not,
directly or indirectly, in whole or in part, alone or in concert with
others:
(a) commercialize the Covered Works in any manner, including without
limitation by selling, licensing, sub-licensing, monetizing,
offering as a service, or otherwise deriving economic benefit
from the Covered Works;
(b) represent, hold out, or imply that MGM Laboratory, FILKOM,
Universitas Brawijaya, or any party other than Estella is the
author, owner, developer, or proprietor of the Covered Works;
(c) remove, alter, obscure, or deface any copyright, trademark,
patent, attribution, or other proprietary notice on or in any
Covered Work;
(d) use the Covered Works, or any portion thereof, in connection
with any activity that competes with Estella, including without
limitation in the development, marketing, or operation of any
product, service, or offering that competes with any product,
service, or offering of Estella;
(e) attempt to claim, register, file, or assert any right, title,
interest, or claim in or to the Covered Works in any
jurisdiction;
(f) assist, encourage, or induce any third party to engage in any
act that, if engaged in by MGM Laboratory, would violate this
Agreement;
(g) use the Covered Works in any manner that is unlawful,
infringing, defamatory, harassing, abusive, or otherwise
objectionable;
(h) use the Covered Works in any safety-critical, life-critical, or
mission-critical application, including without limitation any
medical, aviation, military, nuclear, or transportation
application;
(i) use the Covered Works to train, fine-tune, or otherwise develop
any machine learning, artificial intelligence, or similar model
without the prior written consent of Estella;
(j) fork, mirror, archive, or otherwise create a copy of the
repositories containing the Covered Works on any platform,
server, or system other than the Infrastructure provided by
Estella;
(k) challenge, contest, or dispute the validity, enforceability, or
scope of this Agreement or of any of Estella's intellectual
property rights in the Covered Works; or
(l) do or omit to do anything that, in the reasonable judgment of
Estella, would or could prejudice, diminish, impair, or
otherwise adversely affect Estella's rights in or to the
Covered Works or the Infrastructure.
Section 8.02 Acknowledgment of Material Nature.
Each of the prohibitions set forth in Section 8.01 is, and shall be
deemed to be, material to this Agreement, and the breach of any of them
shall constitute a material breach of this Agreement entitling Estella
to all remedies available under this Agreement, at law, and in equity.
================================================================================
ARTICLE IX. THIRD-PARTY OPERATORS AND NON-CONTRIBUTORS
================================================================================
Section 9.01 The Designated Operator.
Estella has, by separate and independent arrangement, engaged the
Designated Operator (Ivan Yulfrian, S.Kom) to provide certain deployment,
configuration, maintenance, and operational support services in connection
with the Infrastructure. In connection with this arrangement, Estella has
provided the Designated Operator with the use of certain bare-metal server
hardware, which arrangement is wholly between Estella and the Designated
Operator and does not, in any manner, involve, implicate, or benefit MGM
Laboratory.
Section 9.02 No MGM-Operator Relationship.
The Designated Operator is not, and shall not be deemed to be, a member,
employee, agent, contractor, representative, affiliate, or other
associated party of MGM Laboratory, FILKOM, or Universitas Brawijaya. The
Designated Operator's activities in connection with the Infrastructure and
the Covered Works are undertaken solely on behalf of, and for the
benefit of, Estella.
Section 9.03 Definition of "Contribution."
For purposes of this Agreement, the term "Contribution" means a deliberate,
substantive, technical or financial input to the Covered Works or the
Infrastructure, made under a written instrument expressly designating such
input as a "Contribution" to MGM Laboratory and accompanied by an
unconditional assignment of all relevant intellectual property rights to
MGM Laboratory. No act, action, behavior, output, presence, observation,
suggestion, gesture, encouragement, attendance, witnessing, or other
involvement of any nature whatsoever shall be deemed a "Contribution"
unless it meets the strict definition set forth in this Section 9.03.
Section 9.04 Acknowledgment of Non-Contribution.
The parties expressly acknowledge, agree, and stipulate that:
(a) the Designated Operator's involvement with the Infrastructure
and the Covered Works is provided to Estella, not to MGM
Laboratory, and accordingly does not constitute a Contribution
to MGM Laboratory;
(b) no member of MGM Laboratory (other than the Principals acting
in their capacity as Principals of Estella) has made a
Contribution to any Covered Work;
(c) no Contribution of any kind has been made to any Covered Work
by MGM Laboratory, FILKOM, Universitas Brawijaya, or any
member, employee, officer, director, agent, contractor,
student, researcher, professor, affiliate, or representative
thereof; and
(d) the aggregate sum total of all Contributions by parties other
than Estella to the Covered Works and the Infrastructure is,
and shall remain, zero (0).
================================================================================
ARTICLE X. CONDITION OF CONTINUED LICENSE: ACTIVE MEMBERSHIP
================================================================================
Section 10.01 The Membership Condition.
The continuation, validity, and effectiveness of the license granted in
Article III is, and at all times shall be, conditional upon, and only
upon, the continuous, uninterrupted, and active membership of at least
one (1) Principal in MGM Laboratory in a substantive operational capacity
(the "Membership Condition"). The Membership Condition shall be deemed
satisfied if and only if all of the following are true at the relevant
point in time:
(a) at least one Principal is enrolled, listed, or otherwise
recognized as a current member of MGM Laboratory;
(b) such Principal is actively participating in MGM Laboratory in a
manner consistent with the historical practice of the
Principals' participation as of the Effective Date;
(c) such Principal has not been suspended, expelled, removed, or
otherwise involuntarily separated from MGM Laboratory; and
(d) such Principal has not voluntarily resigned, withdrawn, or
otherwise terminated his membership in MGM Laboratory.
Section 10.02 Failure of the Membership Condition.
The failure of the Membership Condition at any time, for any reason, and
regardless of the cause thereof, shall constitute a Termination Event
under Article XI and shall immediately, automatically, and without notice
trigger the consequences set forth in Articles XI, XII, and XIII.
Section 10.03 Sole Discretion of Principals.
The decision of each Principal to remain or not to remain a member of
MGM Laboratory is, and at all times shall be, a matter of the personal,
individual, and absolute discretion of such Principal, and neither MGM
Laboratory nor any other party shall have any right, claim, or interest
in or to such decision.
================================================================================
ARTICLE XI. TERMINATION EVENTS AND TRIGGERING CIRCUMSTANCES
================================================================================
Section 11.01 Termination Events.
The following events shall each constitute a "Termination Event" under
this Agreement:
(a) the failure of the Membership Condition;
(b) the material breach by MGM Laboratory of any term, condition,
covenant, restriction, or prohibition set forth in this
Agreement, where such breach (i) is not cured within seven (7)
calendar days after written notice thereof from Estella, or
(ii) is, in the sole and absolute judgment of Estella, not
susceptible of cure;
(c) the failure of MGM Laboratory to pay any amount owed to Estella
within thirty (30) calendar days after written demand therefor;
(d) the assertion by MGM Laboratory, or by any party acting on behalf
of or in concert with MGM Laboratory, of any claim, right,
title, or interest in or to any Covered Work or the
Infrastructure;
(e) the dissolution, winding-up, or restructuring of MGM Laboratory,
FILKOM, or Universitas Brawijaya in a manner that materially
affects the relationship between Estella and the Licensee;
(f) any change in the legal status, organizational structure, or
governance of MGM Laboratory that, in the reasonable judgment
of Estella, materially affects the Licensee's ability to
perform its obligations under this Agreement;
(g) the discontinuation by Estella, in its sole and absolute
discretion, of any Covered Work or any portion of the
Infrastructure; and
(h) the giving of written notice of termination by Estella to MGM
Laboratory, for any reason or for no reason, with such
termination to be effective immediately upon delivery of the
notice unless a later effective date is specified therein.
Section 11.02 Effect of Termination.
Upon the occurrence of any Termination Event:
(a) the license granted in Article III shall immediately, automatically,
and without further action by any party terminate and cease to
have any force or effect;
(b) MGM Laboratory shall immediately cease all use of the Covered
Works and the Infrastructure;
(c) Estella shall have, and may immediately exercise, each and every
right set forth in Article XII; and
(d) the provisions designated in Article XXX as surviving termination
shall continue in full force and effect.
================================================================================
ARTICLE XII. POST-TERMINATION RIGHTS OF THE LICENSOR
================================================================================
Section 12.01 Comprehensive Post-Termination Rights.
Upon the occurrence of any Termination Event, Estella shall have, without
limitation and in addition to all other rights and remedies available at
law or in equity, the immediate and unconditional right to:
(a) effectuate a Takedown of the entire Infrastructure or any
portion thereof;
(b) shut down, disable, decommission, or render inoperative each
and every Covered Work;
(c) remove, repossess, relocate, or otherwise physically take back
any and all hardware components of the Infrastructure from the
FILKOM server room or any other location at which they may be
situated;
(d) delete, archive, encrypt, overwrite, transfer, or otherwise
dispose of any and all data, content, files, databases, objects,
blobs, snapshots, backups, logs, and other materials stored on
the Infrastructure, regardless of the nature, ownership claim,
or sensitivity of such materials;
(e) retain, transfer, sell, license, sub-license, commercialize,
publish, open-source, close-source, fork, archive, destroy, or
otherwise dispose of each and every Covered Work in any manner
and to any party that Estella may determine in its sole and
absolute discretion;
(f) revoke, terminate, or otherwise cancel any and all access
credentials, accounts, tokens, keys, certificates, or other
access mechanisms that may have been issued to any member of
MGM Laboratory or to any other party;
(g) formalize, invoice, demand, and pursue collection of the
Accrued Reimbursement Obligation;
(h) publicly announce, communicate, or otherwise disclose the
occurrence of the Termination Event and the post-termination
actions taken by Estella; and
(i) exercise any and all other rights and remedies available at law
or in equity.
Section 12.02 No Liability for Exercise.
The exercise by Estella of any right under Section 12.01 shall not give
rise to any claim, cause of action, damages, liability, or other remedy
of any kind in favor of MGM Laboratory or any other party, and MGM
Laboratory hereby irrevocably waives, releases, and discharges any and
all such claims, causes of action, damages, liabilities, and remedies.
Section 12.03 Data Left Behind.
In the event that, at the time of any Takedown or other post-termination
action by Estella, the Infrastructure contains data, files, content,
records, or other materials that are claimed by MGM Laboratory or by any
third party (the "Residual Data"), the following shall apply:
(a) Estella is under no obligation to preserve, return, transfer,
export, or otherwise make available the Residual Data;
(b) Estella may, in its sole and absolute discretion, delete,
destroy, archive, encrypt, transfer, or otherwise dispose of
the Residual Data without further notice or process;
(c) any loss, damage, or other consequence arising from the loss,
unavailability, or destruction of the Residual Data shall be
the sole responsibility and risk of MGM Laboratory or the
relevant third party, and not of Estella;
(d) Estella may, at its option but without obligation, offer to
transfer or return the Residual Data on commercial terms to be
negotiated; and
(e) MGM Laboratory acknowledges and agrees that it has been on
notice from the Effective Date that the Infrastructure is the
property of Estella and that any data stored thereon is stored
at the risk of the storing party.
================================================================================
ARTICLE XIII. BUYOUT, ACQUISITION, AND CONTINUATION OPTIONS
================================================================================
Section 13.01 Buyout Right.
At any time prior to or following the occurrence of a Termination Event,
Estella may, in its sole and absolute discretion, offer to MGM Laboratory
the opportunity to acquire all or any portion of the Covered Works, the
Infrastructure, or both (a "Buyout"), at the Buyout Price. MGM Laboratory
shall have no right to demand or compel a Buyout, and Estella shall have
no obligation to offer a Buyout.
Section 13.02 Buyout Price Determination.
The Buyout Price shall be determined as follows:
(a) Estella shall, in its sole and absolute discretion, propose an
initial Buyout Price in writing to MGM Laboratory;
(b) MGM Laboratory may, within thirty (30) calendar days after
receipt of the initial proposal, propose a counter-offer in
writing, accompanied by a reasonable justification therefor;
(c) the parties may engage in good-faith negotiation for a period
not to exceed thirty (30) calendar days from the date of the
counter-offer; and
(d) if, at the end of the negotiation period, the parties have not
reached agreement on a Buyout Price, Estella may, in its sole
and absolute discretion, (i) declare the Buyout Price to be the
amount last proposed by Estella, (ii) withdraw the Buyout
offer, or (iii) extend the negotiation period.
Section 13.03 Buyout Closing.
The closing of any Buyout shall be subject to:
(a) payment in full of the Buyout Price in immediately available
funds;
(b) payment in full of the Accrued Reimbursement Obligation;
(c) execution by MGM Laboratory of such transfer, assignment,
release, and other documents as Estella may reasonably require;
and
(d) delivery by MGM Laboratory of such representations, warranties,
and indemnities as Estella may reasonably require.
Section 13.04 Alternative: Takedown.
If MGM Laboratory declines, fails, or refuses to consummate a Buyout at
the Buyout Price within the timeframes contemplated by Section 13.02,
Estella may, at its option, proceed with a Takedown under Article XII.
================================================================================
ARTICLE XIV. CONSULTING, OPERATOR, AND SUCCESSOR SERVICES
================================================================================
Section 14.01 Optional Continuing Engagement.
As an alternative to a Buyout or a Takedown, MGM Laboratory may, with the
written consent of Estella, engage Estella to continue to operate,
maintain, host, support, and develop the Covered Works and the
Infrastructure under a paid consulting, operator, or managed-services
arrangement (a "Continuing Engagement").
Section 14.02 Terms of Continuing Engagement.
The terms of any Continuing Engagement shall be negotiated in good faith
between the parties and shall include, at a minimum:
(a) the scope of services to be provided by Estella;
(b) the fees and charges payable by MGM Laboratory to Estella,
including without limitation hourly rates, retainer fees, fixed
fees, success fees, expense reimbursement, and minimum
commitments;
(c) the duration and renewal terms;
(d) service-level commitments (if any) and corresponding remedies;
(e) reservation of all ownership and intellectual property rights
in Estella; and
(f) customary commercial terms including confidentiality,
limitation of liability, indemnification, and termination.
Section 14.03 No Obligation to Engage.
Estella has no obligation to enter into any Continuing Engagement, and
may decline to do so in its sole and absolute discretion.
================================================================================
ARTICLE XV. DATA, CONTENT, AND USER-GENERATED MATERIAL
================================================================================
Section 15.01 Data Hosting on Estella Infrastructure.
All data, content, files, records, and other materials generated by,
submitted by, uploaded by, or otherwise placed on the Infrastructure by
MGM Laboratory, its members, or any other User, are hosted on the
Infrastructure at the risk of the placing party.
Section 15.02 No Custodial Obligation.
Estella does not, by virtue of hosting any data on the Infrastructure,
undertake or assume any custodial, fiduciary, bailment, escrow, or
similar obligation with respect to such data, and MGM Laboratory hereby
waives any claim against Estella based on any such theory.
Section 15.03 Privacy and Regulatory Compliance.
To the extent that any data hosted on the Infrastructure is subject to
privacy, data protection, or other regulatory requirements (including
without limitation under Undang-Undang Perlindungan Data Pribadi or other
applicable Indonesian law), MGM Laboratory shall be solely responsible
for ensuring such compliance, including without limitation by obtaining
all necessary consents, providing all required notices, and implementing
all required safeguards. Estella's role is limited to that of a hosting
provider and does not extend to data-controller or data-processor
obligations in respect of MGM Laboratory's data, except as expressly
agreed in a separate written instrument.
Section 15.04 Export and Return of Data.
Upon the request of MGM Laboratory made prior to a Termination Event,
and subject to the payment of such reasonable fees as Estella may charge
for the service, Estella may, but is not obligated to, provide an export
of MGM Laboratory's data in a format selected by Estella. After a
Termination Event, no obligation to provide such an export shall exist
unless agreed in writing by Estella in connection with a Buyout or a
Continuing Engagement.
================================================================================
ARTICLE XVI. COMMERCIALIZATION, RESALE, AND DERIVATIVE RIGHTS
================================================================================
Section 16.01 Estella's Full Commercialization Rights.
Estella shall have, at all times and without limitation, the full,
exclusive, and unconditional right to commercialize, monetize, sell,
license, sub-license, distribute, publish, fork, mirror, archive,
destroy, or otherwise exploit the Covered Works in any manner and on any
terms that Estella may determine in its sole and absolute discretion,
whether before, during, or after the term of this Agreement.
Section 16.02 Derivative Works.
Estella shall have the full and exclusive right to create, develop,
produce, and exploit derivative works based on the Covered Works,
including without limitation translations, adaptations, ports, rewrites,
sequels, prequels, spin-offs, and successor works.
Section 16.03 No MGM Royalty or Profit-Share.
MGM Laboratory shall have no right to receive any royalty, profit-share,
revenue-share, equity, or other economic interest in any
commercialization, monetization, or exploitation of the Covered Works by
Estella, regardless of whether such commercialization occurs before,
during, or after the term of this Agreement, and regardless of whether
any member of MGM Laboratory was involved with the Covered Works in any
capacity.
================================================================================
ARTICLE XVII. CONFIDENTIALITY AND NON-DISCLOSURE
================================================================================
Section 17.01 Confidential Information.
For purposes of this Agreement, "Confidential Information" means any and
all non-public information disclosed by Estella to MGM Laboratory, or
otherwise obtained by MGM Laboratory in the course of its access to the
Covered Works or the Infrastructure, including without limitation source
code, configurations, credentials, architectures, designs, business
plans, financial information, customer information, and any other
information that a reasonable person would consider confidential under
the circumstances.
Section 17.02 Non-Disclosure Obligation.
MGM Laboratory shall:
(a) hold all Confidential Information in strict confidence;
(b) not disclose any Confidential Information to any third party
without the prior written consent of Estella;
(c) not use any Confidential Information for any purpose other than
the limited purposes contemplated by this Agreement;
(d) apply at least the same degree of care to protect the
Confidential Information as it applies to protect its own
confidential information of like importance, but in no event
less than reasonable care; and
(e) upon the occurrence of a Termination Event, return or destroy
all Confidential Information, and certify such return or
destruction in writing.
Section 17.03 Exceptions.
The obligations of Section 17.02 do not apply to information that:
(a) is or becomes publicly available through no breach of this
Agreement by MGM Laboratory;
(b) was lawfully in MGM Laboratory's possession prior to disclosure
by Estella, as evidenced by contemporaneous written records;
(c) is lawfully received by MGM Laboratory from a third party
without restriction; or
(d) is required to be disclosed by applicable law or by order of a
court of competent jurisdiction, provided that MGM Laboratory
provides Estella with prompt advance notice of such requirement
and reasonable cooperation in any effort by Estella to limit or
oppose such disclosure.
================================================================================
ARTICLE XVIII. REPRESENTATIONS AND WARRANTIES
================================================================================
Section 18.01 Mutual Representations.
Each party represents and warrants to the other that:
(a) it has the full power and authority to enter into and perform
this Agreement;
(b) its execution and performance of this Agreement do not and will
not violate any applicable law or any agreement to which it is
a party; and
(c) this Agreement constitutes its legal, valid, and binding
obligation, enforceable in accordance with its terms.
Section 18.02 Licensee Representations.
MGM Laboratory further represents and warrants to Estella that:
(a) it has not made and will not make any contribution to any
Covered Work that gives or could give rise to any claim of
ownership, authorship, or other right in or to such Covered
Work;
(b) it has no claim of any kind against Estella in respect of the
Covered Works, the Infrastructure, or the Estella Contributions
as of the Effective Date; and
(c) it shall not assert, encourage, or assist in the assertion of
any such claim at any time during or after the term of this
Agreement.
================================================================================
ARTICLE XIX. DISCLAIMER OF WARRANTIES
================================================================================
Section 19.01 AS-IS.
THE COVERED WORKS AND THE INFRASTRUCTURE ARE PROVIDED "AS IS," "WHERE IS,"
"WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY,
SECURITY, QUIET ENJOYMENT, OR COURSE OF DEALING OR USAGE OF TRADE.
Section 19.02 No Reliance.
MGM Laboratory acknowledges that it has not relied on any representation,
warranty, statement, or undertaking of Estella in entering into or
performing this Agreement other than those expressly set forth herein.
================================================================================
ARTICLE XX. LIMITATION OF LIABILITY
================================================================================
Section 20.01 Exclusion of Damages.
IN NO EVENT SHALL ESTELLA OR ANY OF ITS AFFILIATES, PRINCIPALS, EMPLOYEES,
CONTRACTORS, OR AGENTS BE LIABLE TO MGM LABORATORY OR ANY THIRD PARTY FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR
OTHER SIMILAR DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS,
GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
COVERED WORKS, OR THE INFRASTRUCTURE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
Section 20.02 Cap on Direct Damages.
IN ANY EVENT, THE AGGREGATE CUMULATIVE LIABILITY OF ESTELLA TO MGM
LABORATORY AND ALL THIRD PARTIES UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED ONE THOUSAND INDONESIAN RUPIAH (Rp 1.000),
WHICH AMOUNT THE PARTIES AGREE IS A REASONABLE LIMITATION GIVEN THE
ROYALTY-FREE NATURE OF THE LICENSE GRANTED HEREUNDER.
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ARTICLE XXI. INDEMNIFICATION
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Section 21.01 Indemnification by Licensee.
MGM Laboratory shall indemnify, defend, and hold harmless Estella, its
Affiliates, Principals, employees, contractors, and agents from and
against any and all claims, demands, actions, proceedings, losses,
damages, liabilities, costs, and expenses (including reasonable
attorneys' fees) arising out of or relating to:
(a) any breach by MGM Laboratory of any term, condition, covenant,
restriction, or prohibition of this Agreement;
(b) any use of the Covered Works or the Infrastructure by MGM
Laboratory or any member, employee, agent, contractor, or
other representative thereof;
(c) any data, content, or other material placed on the
Infrastructure by or at the direction of MGM Laboratory or
any member, employee, agent, contractor, or other
representative thereof;
(d) any claim by any third party (including without limitation
FILKOM, Universitas Brawijaya, or any member of MGM Laboratory)
arising out of or relating to the Covered Works, the
Infrastructure, or this Agreement; and
(e) any violation by MGM Laboratory of any applicable law,
regulation, or third-party right.
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ARTICLE XXII. FORCE MAJEURE
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Section 22.01 Force Majeure Events.
Estella shall not be liable for any failure or delay in performance under
this Agreement to the extent caused by any event beyond Estella's
reasonable control, including without limitation acts of God, acts of
war, acts of terrorism, civil unrest, governmental action, epidemic,
pandemic, natural disaster, fire, flood, earthquake, volcanic eruption,
power failure, internet outage, denial-of-service attack, supply chain
disruption, labor dispute, vendor failure, FILKOM facility unavailability,
or change of academic-year calendar.
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ARTICLE XXIII. GOVERNING LAW AND JURISDICTION
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Section 23.01 Governing Law.
This Agreement shall be governed by, and construed in accordance with,
the laws of the Republic of Indonesia, without regard to its conflict-
of-laws principles.
Section 23.02 Jurisdiction.
Subject to Article XXIV, the courts of the Republic of Indonesia, sitting
in Malang, East Java, shall have exclusive jurisdiction over any dispute
arising out of or relating to this Agreement.
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ARTICLE XXIV. DISPUTE RESOLUTION AND ARBITRATION
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Section 24.01 Negotiation.
The parties shall attempt to resolve any dispute arising out of or
relating to this Agreement through good-faith negotiation between
authorized representatives for a period of not less than thirty (30)
calendar days before resorting to any other dispute-resolution mechanism.
Section 24.02 Mediation.
If negotiation does not resolve the dispute, the parties shall attempt
mediation under the rules of the Indonesian National Mediation Center or
a comparable mediation provider mutually agreed by the parties.
Section 24.03 Arbitration.
If mediation does not resolve the dispute within sixty (60) calendar days
from its commencement, the dispute shall be finally resolved by
arbitration under the rules of the Badan Arbitrase Nasional Indonesia
(BANI), with the seat of arbitration in Jakarta, the language of
arbitration in Indonesian, and a single arbitrator unless the parties
otherwise agree.
Section 24.04 Equitable Relief.
Notwithstanding the foregoing, Estella may at any time seek injunctive or
other equitable relief in any court of competent jurisdiction to protect
its intellectual property rights or to enforce the provisions of Articles
II, V, VIII, XII, and XVII.
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ARTICLE XXV. NOTICES AND COMMUNICATIONS
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Section 25.01 Form of Notice.
All notices, demands, and other communications under this Agreement shall
be in writing and shall be delivered by:
(a) hand delivery, with written acknowledgment of receipt;
(b) registered or certified mail, return receipt requested;
(c) reputable overnight courier; or
(d) electronic mail to an address designated in writing by the
recipient.
Section 25.02 Addresses.
Notices to Estella shall be sent to the address designated by Estella in
writing from time to time, and notices to MGM Laboratory shall be sent to
the official address of MGM Laboratory at FILKOM, Universitas Brawijaya,
Malang, East Java, Indonesia.
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ARTICLE XXVI. ASSIGNMENT AND TRANSFER
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Section 26.01 No Assignment by Licensee.
MGM Laboratory shall not assign, transfer, sublicense, delegate, or
otherwise alienate any of its rights or obligations under this Agreement
without the prior written consent of Estella, which consent may be
withheld in Estella's sole and absolute discretion. Any purported
assignment in violation of this Section 26.01 shall be void ab initio.
Section 26.02 Assignment by Licensor.
Estella may freely assign, transfer, sublicense, or otherwise alienate
any or all of its rights and obligations under this Agreement to any
party, with or without notice to or consent of MGM Laboratory.
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ARTICLE XXVII. SEVERABILITY AND PARTIAL INVALIDITY
================================================================================
Section 27.01 Severability.
If any provision of this Agreement is held to be invalid, illegal, or
unenforceable in any respect by any court or arbitral tribunal of
competent jurisdiction, such provision shall be deemed modified to the
minimum extent necessary to render it valid, legal, and enforceable, and
if such modification is not possible, such provision shall be severed
from this Agreement, and the remaining provisions shall continue in full
force and effect.
Section 27.02 Reformation.
In the event of any such severance or modification, the parties shall
negotiate in good faith to replace the severed or modified provision with
a valid, legal, and enforceable provision that achieves, to the maximum
extent possible, the economic, legal, and commercial effect of the
original provision.
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ARTICLE XXVIII. WAIVER, ESTOPPEL, AND NON-WAIVER
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Section 28.01 No Waiver by Conduct.
No failure or delay by Estella in exercising any right, power, or
remedy under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power, or remedy
preclude any other or further exercise thereof or the exercise of any
other right, power, or remedy.
Section 28.02 Written Waiver Required.
Any waiver by Estella of any provision of this Agreement must be in
writing and signed by an authorized representative of Estella to be
effective, and no waiver of any provision shall be deemed a waiver of
any other provision or of the same provision on any subsequent occasion.
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ARTICLE XXIX. AMENDMENTS, MODIFICATIONS, AND SUPPLEMENTAL TERMS
================================================================================
Section 29.01 Amendment Process.
This Agreement may be amended, modified, or supplemented only by a
written instrument signed by an authorized representative of Estella.
For the avoidance of doubt, MGM Laboratory's consent shall not be
required for any amendment, and Estella may unilaterally amend this
Agreement by posting an updated version in the relevant repository,
effective immediately upon such posting.
Section 29.02 Continuing Use as Acceptance.
The continued use of any Covered Work by any User following the posting
of an amended version of this Agreement shall constitute acceptance by
such User of the amended terms.
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ARTICLE XXX. SURVIVAL OF PROVISIONS
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Section 30.01 Surviving Provisions.
The following Articles and any other provisions of this Agreement that
by their nature should survive termination shall survive any termination
or expiration of this Agreement: Articles I, II, VI (Sections 6.03 through
6.06), VIII, IX, XII, XV, XVI, XVII, XVIII, XIX, XX, XXI, XXIII, XXIV,
XXVII, XXVIII, XXX, XXXI, XXXII, XXXVIII, and XXXIX.
================================================================================
ARTICLE XXXI. ENTIRE AGREEMENT AND INTEGRATION
================================================================================
Section 31.01 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations, and discussions,
whether oral or written, with respect to such subject matter.
Section 31.02 No Reliance on Extrinsic Representations.
No representation, statement, warranty, or undertaking made by either
party prior to the Effective Date and not expressly set forth in this
Agreement shall be of any force or effect.
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ARTICLE XXXII. INTERPRETATION, CONSTRUCTION, AND HEADINGS
================================================================================
Section 32.01 Headings.
The headings of articles, sections, and sub-sections in this Agreement
are for convenience of reference only and shall not affect the
interpretation hereof.
Section 32.02 Construction Against Drafter.
The parties acknowledge that this Agreement has been drafted with the
benefit of legal review and that the principle of construction against
the drafter shall not apply.
Section 32.03 Language.
This Agreement is executed in the English language. If translated into
Bahasa Indonesia or any other language for any purpose, the English
version shall control in the event of any inconsistency.
================================================================================
ARTICLE XXXIII. EXPORT, COMPLIANCE, AND REGULATORY MATTERS
================================================================================
Section 33.01 Compliance with Laws.
Each party shall comply with all applicable laws, regulations, and
governmental requirements in connection with its performance under this
Agreement, including without limitation those relating to export
control, sanctions, anti-corruption, anti-bribery, data protection, and
intellectual property.
Section 33.02 Anti-Corruption.
MGM Laboratory shall not, directly or indirectly, offer, give, or
authorize the offer or giving of anything of value to any government
official, public-sector employee, or other person for the purpose of
obtaining or retaining business or any improper advantage in connection
with this Agreement.
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ARTICLE XXXIV. AUDIT, INSPECTION, AND RECORD-KEEPING
================================================================================
Section 34.01 Audit Right.
Estella shall have the right, upon reasonable advance notice and during
normal business hours, to audit MGM Laboratory's use of the Covered Works
and the Infrastructure for purposes of verifying compliance with this
Agreement.
Section 34.02 Cooperation.
MGM Laboratory shall provide reasonable cooperation in connection with
any such audit, including without limitation by making available such
records, systems, and personnel as Estella may reasonably request.
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ARTICLE XXXV. BRAND, TRADEMARK, AND ATTRIBUTION
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Section 35.01 Use of Estella Marks.
MGM Laboratory shall not use any name, mark, logo, or other identifier
of Estella, or any name, mark, logo, or other identifier confusingly
similar thereto, in any manner without the prior written consent of
Estella.
Section 35.02 Attribution Requirement.
In any academic publication, presentation, thesis, dissertation, or
similar work that references any Covered Work, MGM Laboratory shall
include the following attribution (or such other attribution as Estella
may specify from time to time):
"The [Covered Work] referenced herein is the proprietary work of
Estella Solusi Digital. All rights reserved. Used with permission
under the Estella Solusi Digital Proprietary License (ESDPL)."
================================================================================
ARTICLE XXXVI. ACADEMIC AND RESEARCH USE LIMITATIONS
================================================================================
Section 36.01 Permitted Academic Use.
The use of the Covered Works for academic research purposes is permitted
only to the extent that such use:
(a) is conducted within MGM Laboratory by current members thereof;
(b) does not result in the disclosure of any Covered Work or any
Confidential Information to any party outside MGM Laboratory
without the prior written consent of Estella;
(c) does not give rise to any publication or other dissemination of
results that would or could expose any portion of the Covered
Works' source code, configurations, or other proprietary
details; and
(d) is conducted in accordance with the attribution requirements of
Article XXXV.
Section 36.02 Thesis and Dissertation Use.
A student member of MGM Laboratory may reference the Covered Works in a
thesis or dissertation only if (a) such reference is limited to the
existence and high-level functionality of the Covered Works, (b) no
source code or other proprietary material is disclosed therein, and (c)
the attribution required by Article XXXV is included.
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ARTICLE XXXVII. PUBLICATION, PRESS, AND PUBLIC STATEMENTS
================================================================================
Section 37.01 Press and Public Statements.
MGM Laboratory shall not issue any press release, public statement,
social media post, blog post, or other public communication concerning
the Covered Works, the Infrastructure, this Agreement, or the
relationship between the parties without the prior written consent of
Estella.
Section 37.02 Estella's Right to Publicize.
Estella may, in its sole and absolute discretion, issue press releases
and other public communications concerning the Covered Works, the
Infrastructure, this Agreement, and the relationship between the
parties, including without limitation in connection with any Termination
Event, Takedown, Buyout, or Continuing Engagement.
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ARTICLE XXXVIII. EQUITABLE RELIEF AND SPECIFIC PERFORMANCE
================================================================================
Section 38.01 Irreparable Harm.
MGM Laboratory acknowledges that any breach by it of Articles II, V, VIII,
XII, XV, XVI, XVII, or XXXV would cause irreparable harm to Estella for
which monetary damages would not be an adequate remedy, and accordingly
Estella shall be entitled to seek and obtain injunctive relief, specific
performance, and other equitable remedies, without the requirement of
posting any bond or other security and without prejudice to any other
remedy available at law or in equity.
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ARTICLE XXXIX. ACKNOWLEDGMENT, ACCEPTANCE, AND EXECUTION
================================================================================
Section 39.01 Acknowledgment.
By accessing, using, or otherwise interacting with any Covered Work, MGM
Laboratory, each of its members, and each User acknowledges that he, she,
or it:
(a) has read and understood this Agreement in its entirety;
(b) has had the opportunity to consult with legal counsel of his,
her, or its choosing concerning this Agreement;
(c) understands that this Agreement creates legally binding
obligations;
(d) agrees to be bound by all terms and conditions of this
Agreement; and
(e) acknowledges that Article IV has been intentionally omitted as
described therein, and confirms by reference to this Section
39.01(e) that he, she, or it has read the Agreement carefully.
Section 39.02 Acceptance by Use.
There is no requirement of a separate signed instrument for this
Agreement to take effect. Any access to or use of any Covered Work
constitutes acceptance of this Agreement.
Section 39.03 Estella's Execution.
This Agreement is executed and promulgated by Estella through publication
in the relevant repository or repositories containing Covered Works.
Section 39.04 Final Declarations.
(a) All rights, title, and interest in and to the Covered Works
and the Infrastructure belong, and shall continue to belong,
to Estella.
(b) MGM Laboratory's right to use the Covered Works exists only
for so long as the Membership Condition is satisfied and all
other conditions of this Agreement are met.
(c) MGM Laboratory has no right to use Estella, the Covered Works,
the Infrastructure, or any portion thereof for MGM Laboratory's
own commercial benefit, separate institutional benefit, or any
purpose beyond the limited internal academic use expressly
contemplated by this Agreement.
(d) Upon the failure of the Membership Condition or any other
Termination Event, Estella may take down the entirety of the
Covered Works and the Infrastructure, with or without notice,
and without liability of any kind to MGM Laboratory or any
third party.
(e) Estella may offer a Buyout to MGM Laboratory at a price
determined by Estella, which MGM Laboratory may accept,
negotiate within a defined window, or decline; declining
results in a Takedown.
(f) Alternatively, MGM Laboratory may engage Estella under a paid
Continuing Engagement to continue operating the Covered Works
and the Infrastructure.
(g) Data left on the Infrastructure at the time of a Takedown is
the responsibility of MGM Laboratory, and Estella has no
obligation to preserve, return, or otherwise account for such
data.
(h) All cloud bills, including without limitation AWS S3 and GCP,
have been and continue to be paid by Estella, with no
reimbursement from MGM Laboratory, giving rise to the Accrued
Reimbursement Obligation, which Estella may at any future time
formalize and collect.
(i) This Agreement is to be read in its entirety. Any party
purporting to assert rights under this Agreement without
having read it in full does so at his, her, or its own peril.
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END OF AGREEMENT
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Copyright (c) 2026 ESTELLA SOLUSI DIGITAL. All Rights Reserved.
ESTELLA SOLUSI DIGITAL
Owned by Muhammad Idham Ma'arif and Syafa Hadyan Rasendriya
Hosted on Estella Infrastructure, co-located at FILKOM,
Universitas Brawijaya, Malang, East Java, Indonesia.
No part of this License, the Covered Works, or the Infrastructure
may be reproduced, redistributed, modified, or commercialized
except as expressly permitted herein. All other rights reserved.
================================================================================