End User Licence Agreement

ALM Interactive Soft Sol Pvt Ltd. - ALM, Hyderabad, India.

Warranty Disclaimer and Software License Agreement.

THIS DOCUMENT INCLUDES WARRANTY INFORMATION PART I AND A LICENSE AGREEMENT GOVERNING

THE USE OF eXert ERP PART II.

PART I. WARRANTY DISCLAIMER.

THE SOFTWARE AND OTHER INFORMATION IS DELIVERED TO YOU “AS IS” BASIS WITH LIMITED LIABILTY. ALM AND ITS SUPPLIERS AND CERTIFICATE AUTHORITIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, CERTIFICATE AUTHORITY SERVICES OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ALM AND ITS SUPPLIERS AND CERTIFICATE AUTHORITIES MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE.

PART II. SOFTWARE LICENSE AGREEMENT.

BY USING, COPYING OR DISTRIBUTING ALL OR ANY PORTION OF THE eXert ERP, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

ALM PERMITS YOU TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME THIRD PARTY MATERIALS INCLUDED IN THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT,

1. Definitions.

ALM Interactive Soft Sol Pvt Ltd. means ALM, Hyderabad, India, provides to you to use eXert ERP at any time collectively, Updates) Use means to access, install, download, copy, or otherwise benefit from using the functionality of the Software.

2. Software License.

If you obtained the Software from ALM or one of its authorized licensees, and subject to your compliance with the terms of this agreement, including the restrictions in Section 3, ALM grants to you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation as follows:

2.1 General Use. You may install and use one copy of the Software on your compatible Computer. See Section 3 for important restrictions on the use of the Software.

2.2 Server Use. This agreement permit you to install or use the software on a computer file server.

2.3 Distribution. This license does not grant you the right to sub-license or distribute the Software.

2.4 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.

3. Obligations and Restrictions.

3.1 ALM Runtime Restrictions. You will not use any eXert ERP Software on any with any embedded or device version of any operating system which is not authorized.

3.2 ALM Restrictions. eXert ERP is licensed and distributed by ALM for

3.2.1 Conversion Restrictions. You will not integrate or use eXert ERP with any other software, plug-in or enhancement.

3.2.2 Plug-in Restrictions. You will not integrate or use eXert ERP with any plug-in software not developed in accordance with the ALM Integration Key License Agreement.

3.2.3 Disabled Features. eXert ERP may contain features or functionalities that are hidden or appear disabled or grayed out the Disabled Features). Disabled Features will activate only when you purchase separate license. You will not access, or attempt to access, any Disabled Features other than through the use of such enabling technologies, nor will you rely on eXert ERP to create a feature substantially similar to any Disabled Feature or otherwise circumvent the technology that controls activation of any such feature.

3.3 Notices. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

3.4 No Modification or Reverse Engineering. You may not modify, adapt, translate or create derivative works based upon the Software. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to reverse engineer or decompile under applicable law.

4. Transfer.

You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s Computer except as may be expressly permitted by this agreement. You may, however, transfer all your rights to use the Software to another person or legal entity provided that:

a) you also transfer i) this agreement, and ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, to such person or entity.

b) you retain no copies, including backups and copies stored on a Computer, and

c) The receiving party accepts the terms and conditions of this agreement and any other terms and conditions upon which you obtained a valid license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.

5. Intellectual Property Ownership, Reservation of Rights.

The Software and any authorized copies that you make are the intellectual property of ALM and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Business System Software and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Democratic Secular Socialist Republic of India and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by ALM and its suppliers.

6. Third Party Offerings.

The Software may allow you to access and interoperate with third party systems. Your access to and use of any Third Party Offering, including any goods, services or information, is governed by the terms and conditions respecting such offerings. Third Party Offerings are not owned or provided by ALM.

7. Digital Certificates.

We do not have any separate digital certificate. The licensing agreement is the valid document.

8. No Warranty.

The Software is being delivered to you “AS IS” and with ALL FAULTS. ALM AND ITS SUPPLIERS AND CERTIFICATE AUTHORITIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, CERTIFICATE AUTHORITY SERVICES OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ALM AND ITS SUPPLIERS AND CERTIFICATE AUTHORITIES MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

The provisions of Section 9 and Section 10 shall survive the termination of this agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this agreement.

9. Limitation of Liability. -See the liability clause in 'About'

IN NO EVENT WILL ALM, ITS SUPPLIERS, OR CERTIFICATE AUTHORITIES BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A ALM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, OR CLAIMS. ALM AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

Nothing contained in this agreement limits ALM’s liability to you in the event of death or personal injury resulting from ALM’s negligence or for the tort of deceit fraud). ALM is acting on behalf of its suppliers and Certificate Authorities for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this agreement, but in no other respects and for no other purpose.

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the Government Of India Export Administration Act or any other export laws, restrictions or regulations collectively the “Export Laws”). All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.

11. Governing Law.

This agreement will be governed by and construed in accordance with the substantive laws in the State of Telangana, India.

If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. This agreement shall not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified by a writing signed by an authorized officer of ALM. Updates may be licensed to you by ALM with additional or different terms. This is the entire agreement between ALM and ITS SUPPLIERS relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

13. Compliance with Licenses.

If you are a business or organization, you agree that upon request from ALM or ALM's authorized representative, you will, within thirty 30) days, fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from ALM.

14. Specific Provisions and Exceptions. You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this agreement. If you have any questions regarding this agreement or if you wish to request any information from ALM and ITS SUPPLIERS, use the address and contact information included with this product or via EMAIL to contact the ALM and ITS SUPPLIERS office serving your jurisdiction

THANK YOU.
ALM Interactive Soft Sol Pvt Ltd.- ALM, Hyderabad, India.