END USER LICENSE AGREEMENT (EULA)

End User License Agreement (EULA)

THIS AGREEMENT is made by and between: SYSPRO ERP.., a company having its principal place of business located at Surat, Gujarat. (the "FIRST PART"); - and - an individual ("HERE IN AFTER CALLED SECOND PART ").

This License Agreement details the policy for license of SysPro EPR., for range of products ("Licensed Software")

Please read the following license carefully, before installing the Licensed Software from media that was delivered after being ordered by alternative order process, as applicable. You acknowledge that you have read this License Agreement, have understood it, and agree to be bound by its terms. If you do not agree to the terms and conditions of this Agreement, do not install or use our software product.

Definitions

“Affiliate” shall mean any business entity from time to time controlling, controlled by, or under common control with, either party.

“Software Product” shall mean the SYSPRO ERP software and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software Product, which you are entitled to receive, and that has been provided to you by SYSPRO ERP, shall also mean Software Product for the purpose of this Agreement.

Copyright

The Software Product licensed herein is protected by copyright and other intellectual property laws and treaties. SYSPRO ERP. or its suppliers own the title, copyright, and other intellectual property rights in the Software Product and reserve all rights not granted to you. The Software Product is licensed to you, not sold and you acknowledge that no title or ownership in the Software Product is being transferred or assigned and this license is not to be construed as a sale of any rights in the Software Product. Under no circumstances, shall you enable or allow a third party to use the Software Product for remuneration of any kind.

Trademarks

LOGO are trademarks SYSPRO ERP, and may be registered or pending registration in several jurisdictions.

Commercial License

1. First year Software License: As part of your choosing to license the Licensed Software, SYSPRO ERP grants you a fee-bearing, non-exclusive, non-transferable, world-wide license to Use the Licensed Software for 1 year from the date of license activation, including all updates provided through the annual license renewal, where applicable, provided that such access and use of the Licensed Software is in accordance with the Node Locked License granted by SYSPRO ERP. "Use" means storing, loading, installing, executing or displaying the Licensed Software. "Node Locked License" means that one copy of the Licensed Software can be installed only on one machine. Training would be given according to the scheduled time frame. SYSPRO ERP will provide proper functional experts to implement the software as per best industry practices.

2. Annual Maintenance Contract (AMC): To continue using our services beyond one year, you must renew your Annual Maintenance Contract within 30 days of the expiry of the term. If otherwise, SYSPRO ERP will not provide any kind of services including telephonic, online support, etc. Maintenance Services do not include hardware or Operating system support, Performance tuning and Storage, Backup and Data Recovery/Loss, Software Version Upgrade, any customization, document reports, or any type of report to cater to the special need of the customer.

Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not

• Install one copy of the Licensed Software on more than one computer;
• Remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
• Make any copies except for one back-up or archival copy, for temporary emergency purpose;
• Rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
• Modify or enhance the Licensed Software;
• Reverse engineer, decompile or disassemble the Licensed Software.
• Allow any third parties to access, use or support the Licensed Software.
• Use the software/product for any purpose which is against law applicable in India.

Mandatory Activation

End User is required to activate the license granted herein in the manner described during the setup sequence of the Software Product. You can activate the Software Product through the use of the Internet or telephone. You may also need to reactivate the Software Product if You modify your computer hardware or alter the Software Product. There are technological measures in the Software Product that are designed to prevent unlicensed or illegal use of the Software Product. You agree that we may use those measures. To avail SYSPRO ERP Services, AMC is mandatory. SYSPRO ERP specifically excludes upgrades from the AMC program. Upgrade to the Licensed Software will be provided upon payment of an Upgrade License Fee in accordance with SYSPRO ERP current pricing policy.

Limited Warranty

SYSPRO ERP warrants that, for a period of one (1) year from the date of delivery of the Software Product to You, the Software Product will perform substantially in accordance with the accompanying user manual, and the media on which the Software Product resides will be free from defects in materials and workmanship under normal use. SYSPRO ERP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET THE END USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. SYSPRO ERP. entire liability and the End User's exclusive remedy under this Limited Warranty provision shall be, at SYSPRO ERP sole option, either (a) refund of the price paid for the Software Product, or (b) repair or replacement of the portions of the Software Product that do not comply with this limited warranty.

ALL OTHER WARRANTIES – REPRESENTATIONS, TERMS AND CONDITIONS (STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) AS TO QUALITY, CONDITION, DESCRIPTION, MERCHANT ABILITY OR FITNESS FOR PURPOSE (EXCEPT FOR THE IMPLIED WARRANTY OF TITLE) ARE HEREBY EXPRESSLY EXCLUDED.

Protection and Security

End User agrees to use its best efforts and to take all reasonable steps to safeguard the Software Product to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. You acknowledge that the Software Product contains valuable confidential information and trade secrets and that unauthorized use and copying are harmful to SYSPRO ERP.

Termination

This License is effective until terminated. This License will terminate immediately without notice from Alpha E Barcode Solutions Pvt. Ltd. if the End User fails to comply with any of its provisions. Upon termination, the End User must destroy the software and all copies thereof, and the End User may terminate this License at any time by doing so. SYSPRO ERP will not have any obligation upon termination of the Agreement. SYSPRO EPR may terminate any Licenses granted for demonstration purposes at any time, without prior notice.

SYSPRO ERP shall not be liable for, and the End User agrees to defend, indemnify and hold SYSPRO ERP . harmless from and against, all claims, liabilities, damages or expenses directly or indirectly arising out of the use of specific security device(s) that connect to the Software Product and designated by SYSPRO ERP as presenting cyber-security risks.

IN NO EVENT SHALL SYSPRO ERP. BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, FROM ANY CAUSE ARISING OUT OF THE SALE, INSTALLATION, USE OR INABILITY TO USE THE SOFTWARE PRODUCT OR ANY OTHER PRODUCT OR SERVICE, EVEN IF ALPHA E BARCODE SOLUTIONS PVT. LTD. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA.

SYSPRO ERP shall not be bound by any representations or statements on the part of its employees or agents whether oral or in writing including those made in catalogues and other promotional material, other than those made in valid contractual documents duly signed by its lawfully authorized representatives.