End-User License Agreement ("EULA")

1. Definitions

• "Software" means Company's proprietary software, including any cloud-based modules, downloadable components, updates, documentation, and related materials.
• "Licensee" means the individual or entity that downloads, installs, subscribes to or uses the Software or Services.
• "Company" refers to ERPSoftware.com, its affiliates or successors.

2. Grant of License

Subject to full compliance with this EULA and payment of any applicable fees, Company hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely for Licensee's internal business purposes, in accordance with any subscription terms or usage plan.

The Software is licensed, not sold. Licensee acquires no ownership rights in the Software under this EULA.

3. Restrictions

Licensee shall not, and shall not permit any third party to:

• Copy the Software, except for a reasonable number of backup or archival copies.
• Modify, translate, adapt or create derivative works of the Software.
• Rent, lease, loan, sublicense, distribute or otherwise make the Software available to any third party.
• Reverse engineer, decompile, disassemble or attempt to derive the source code of the Software, except were permitted by applicable law;
• Remove or obscure any proprietary notices or labels in the Software.
• Circumvent, disable or otherwise interfere with any technical protection measures in the Software.

4. Ownership and Intellectual Property

All rights, title and interest in and to the Software (including all intellectual property rights) remain exclusively with the Company or its licensors. Licensee acknowledges that it acquires no ownership rights in the Software.

Any feedback, suggestions or improvements submitted by Licensee may be used by Company without obligation to Licensee, and Company shall own all resulting intellectual property.

5. Support and Updates

Company may, at its sole discretion, provide maintenance, updates, patches or support services for the Software ("Updates"). Licensee agrees that Company may automatically deliver such Updates and may require that they be installed for continued use of the Software.

6. Term and Termination

This EULA remains in effect until terminated.

• Company may terminate this EULA immediately if Licensee fails to comply with any term or condition of this EULA.
• Upon termination, Licensee shall immediately stop using the Software and shall uninstall and destroy all copies of the Software in Licensee's possession or control.

Sections 3 (Restrictions), 4 (Ownership), 7 (Confidentiality), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Entire Agreement) shall survive termination.

7. Confidentiality

Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed or used except as necessary to perform under this EULA.

8. Warranty Disclaimer

9. Limitation of Liability

IN ANY EVENT, THE COMPANY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE OR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE OR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

Licensee agrees to indemnify, defend and hold harmless the Company, its affiliates, officers, agents and employees from and against any and all claims, liabilities, damages, losses or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's use or mis-use of the Software or Services; (b) Licensee's violation of this EULA; or (c) Licensee's violation of applicable law or the rights of any third-party.

11. Governing Law and Jurisdiction

This EULA shall be governed by and construed in accordance with the laws of State of Texas, USA, without regard to its conflict of law principles. The parties agree that any dispute arising out of or relating to this EULA shall be brought exclusively in the courts of Dallas County, Texas and each party consents to personal jurisdiction and venue therein.

12. Entire Agreement

This EULA constitutes the entire agreement between Licensee and Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to such subject matter. Any amendments or modifications must be in writing and signed by an authorized representative of Company.