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This License Agreement details the policy for license of Maxx Business Solution range of products ("Licensed Software") on the following topics:

• Evaluation License

• Commercial License

• MaxxCARE Technical Support

please read the following license carefully, before either (i) completing the electronic order or download of the Licensed Software from an authorized website, or (ii) 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, exit the web site page without continuing the ordering process.

1.  Evaluation License

• Maxx Business Solution grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software, in binary object code form, for a period of thirty (30) days from the date of download or installation. This License begins upon downloading or installing the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period").

• If you are not willing to use the Licensed Software, after the Evaluation Period, delete all the copies installed in your computer with immediate effect. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. Maxx Business Solution retains all rights not specifically granted to you herein.

2.  Commercial License

a) Software License: As part of your choosing to license the Licensed Software, Maxx Business Solution grants you a fee-bearing, non-exclusive, non-transferable, worldwide license to Use the Licensed Software, including user documentation that you have downloaded from or received on media provided by Maxx Business Solution, including all updates provided through the Maxx Business Solution subscribed support services, where applicable, provided that such access and Use of the Licensed Software is in accordance with the Node Locked License granted by Maxx Business Solution. "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. To install and uninstall Licensed Software, internet connection is made mandatory.

b) Subscription License: Alternatively, you can choose to pay an Annual Subscription License Fee for the Licensed Software to Maxx Business Solution. To continue using the Licensed Software beyond one year, you must renew your license at least 10 days before the expiry of the term. As part of the Subscription License, Upgrades to the Licensed Software will be provided to you at no additional cost. Except, as specifically set forth above, all other terms of the Product License are applicable to the Subscription License.

c) Information We collect from you: As part of the installation or registration process MaxxERP will collect information like contact person, mobile number, mail address, business name & address. This information will be available in MaxxCRM Tool (Customer Relationship Management) to serve you better. You agree to: a) provide true, accurate, current and complete information; and b) promptly notify us to update the information provided during the installation or registration to keep it true, accurate, current, and complete.

3. Third Party Products

The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.

4. Restrictions on Use

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

1. Install one copy of the Licensed Software on more than one computer;
2. Remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
3. Make any copies except for one backup or archival copy, for temporary emergency purpose;
4. Rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
5. Modify or enhance the Licensed Software;
6. Reverse engineer, decompile or disassemble the Licensed Software.
7. Allow any third parties to access, use or support the Licensed Software.

5. MaxxCARE Technical Support

Maxx Business Solution provides support that includes email support for problem reporting, remote support for problem resolution, product updates, and online access to product documentation for both perpetual and subscription licenses. For perpetual license, to avail of the MaxxCARE Technical Support, explicit purchase of MaxxERP PMC (Proactive Maintenance Contract – valid for one year) is required. Maxx Business Solution specifically excludes upgrades from the support program – both for perpetual and subscription license. Upgrade to the Licensed Software will be provided upon payment of an Upgrade License Fee in accordance with Maxx Business Solution then current pricing policy.

6. Ownership and Intellectual Property

Maxx Business Solution owns all right, title and interest in and to the Licensed Software. Maxx Business Solution expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by Maxx Business Solution.

7. Audit

Maxx Business Solution has the right to audit your Use of the Licensed Software by providing at least seven (7) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.

8. Confidentiality

The Licensed Software contains proprietary information of Maxx Business Solution that are protected by the laws of India and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.

9. Warranty Disclaimer

Maxx Business Solution does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

Because some jurisdictions do not allow for the exclusion or limitation of implied warranties, the above exclusions or limitations may not apply to you.

10. Limitation of Liability

In no event will Maxx Business Solution be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if Maxx Business Solution has been advised of the possibility of such damages. Maxx Business Solution entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the named developer license fee paid by you for the Licensed Software.

Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, the above exclusions or limitations may not apply to you.

11. Indemnification

Maxx Business Solution agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid Indian patent, copyright or trade secret right of any third party; so long as you provide; (i) Prompt written notice to Maxx Business Solution of such claim; (ii) Cooperate with Maxx Business Solution in the defense and/or settlement thereof, at Maxx Business Solution expense; and, (iii) Allow Maxx Business Solution to control the defense and all related settlement negotiations. The above is Maxx Business Solution sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.

Maxx Business Solution shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) Any combination, operation, or use of the Licensed software with any programs or equipment not supplied by Maxx Business Solution; (ii) Any modification of the Licensed Software by a party other than Maxx Business Solution; and (iii) Your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Maxx Business Solution.

12. Termination

This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to Maxx Business Solution all copies of the Licensed Software in your possession. Either party may terminate this Agreement upon breach by the other party of the terms of this Agreement, including but not limited to clauses 2a, 3, 4, 5, 6, 7, 8, 13 and 14 and the failure by the other party to cure such breach within 30 (thirty) days' written notice. Upon termination, you shall destroy or return to Maxx Business Solution all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.

13. General

This Agreement shall be construed, interpreted and governed by the laws of India exclusive of its conflicts of law provisions. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonable effect the intention of the parties. You shall not export the Licensed Software or your application containing the Licensed Software except in compliance with Indian export regulations and applicable laws and regulations.

14. Ownership

Maxx Business Solutions is allowed to print its product name in the invoice, reports as well as in any output generated by the application. It will be in the format of
“Software by MAXX : www.maxxerp.com / +91-9176693166” , along with website address and contact number.