License Agreement

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 (hereinafter called the “SECOND PART”).

This License Agreement details the policy for licensing SYSPRO ERP products (“Licensed Software”).

Please read the following license carefully before installing the Licensed Software from media that was delivered after being ordered through an alternative order process, as applicable. By installing or using the software, you acknowledge that you have read this License Agreement, 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 the 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 provided by SYSPRO ERP and to which you are entitled shall also be considered part of the 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 expressly 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. This license shall not 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

All logos and trademarks associated with SYSPRO ERP are the property of SYSPRO ERP and may be registered or pending registration in several jurisdictions.

Commercial License

1. First Year Software License: As part of choosing to license the Licensed Software, SYSPRO ERP grants you a fee-bearing, non-exclusive, non-transferable, worldwide license to use the Licensed Software for one (1) year from the date of license activation.

This includes all updates provided through the annual license renewal where applicable, provided that access and use of the Licensed Software comply with the Node Locked License granted by SYSPRO ERP.

“Use” means storing, loading, installing, executing or displaying the Licensed Software. A “Node Locked License” means that one copy of the Licensed Software can be installed on only one machine.

Training will be provided according to the scheduled timeframe. SYSPRO ERP will provide functional experts to implement the software based on best industry practices.

2. Annual Maintenance Contract (AMC): To continue using our services beyond one year, you must renew the AMC within thirty (30) days of the expiry date. If not renewed, SYSPRO ERP will not provide services including telephonic or online support.

Maintenance services do not include hardware or operating system support, performance tuning, storage, backup and data recovery/loss, software version upgrades, customization, document reports or any special reports required by the customer.

Restrictions on Use

• Install one copy of the Licensed Software on more than one computer.

• Remove any copyright, trademark or proprietary notices from the Licensed Software.

• Make copies except for one backup or archival copy for emergency purposes.

• Rent, lease, sublicense or distribute the Licensed Software.

• Modify or enhance the Licensed Software.

• Reverse engineer, decompile or disassemble the Licensed Software.

• Allow any third parties to access or support the Licensed Software.

• Use the software for any purpose that violates laws applicable in India.

Mandatory Activation

The End User is required to activate the license granted during the setup sequence of the Software Product. Activation may occur through the Internet or telephone.

You may also need to reactivate the Software Product if you modify your computer hardware or alter the Software Product.

Technological measures within the Software Product are designed to prevent unauthorized or illegal use. By using the software, you agree that these measures may be used.

To avail SYSPRO ERP services, an AMC is mandatory. Software upgrades are specifically excluded from the AMC program and will require payment of an Upgrade License Fee according to SYSPRO ERP’s current pricing policy.

Limited Warranty

SYSPRO ERP warrants that for a period of one (1) year from the date of delivery, the Software Product will perform substantially according to the accompanying user manual and that the media on which the Software Product resides will be free from defects under normal use.

SYSPRO ERP does not warrant that the functions contained in the software will meet the end user’s requirements or that the operation will be uninterrupted or error free.

SYSPRO ERP’s entire liability and the End User’s exclusive remedy shall be, at SYSPRO ERP’s option, either a refund of the price paid for the Software Product or repair/replacement of the defective portions of the Software Product.

All other warranties, whether statutory, express or implied, including warranties of merchantability or fitness for a particular purpose, are expressly excluded.

Protection and Security

The End User agrees to use best efforts and take reasonable steps to safeguard the Software Product so that no unauthorized person gains access and no unauthorized copy, publication or distribution occurs.

You acknowledge that the Software Product contains confidential information and trade secrets, and unauthorized use or copying is harmful to SYSPRO ERP.

Termination

This License is effective until terminated. The License will terminate immediately without notice if the End User fails to comply with its provisions.

Upon termination, the End User must destroy the software and all copies. The End User may terminate the license at any time by doing so.

SYSPRO ERP may terminate licenses granted for demonstration purposes at any time without prior notice.

SYSPRO ERP shall not be liable for any claims, liabilities, damages or expenses arising directly or indirectly from the use of security devices connected to the Software Product that may pose cyber-security risks.

IN NO EVENT SHALL SYSPRO ERP BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, BUSINESS REVENUE, BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT.

SYSPRO ERP shall not be bound by any representations made by employees or agents except those included in valid contractual documents signed by authorized representatives.