ARTICLE 1. DEFINITIONS

For the purpose of this Agreement, each of the following terms shall mean;

1.1	Add-on: means any development that adds new and independent functionality, including any new functional components for business processes not provided by the Software, and connects to and/or communicates through API. 

1.2	Affiliate: means any legal entity in which the Licensee directly or indirectly holds shares.  

1.3	Agreement: means this document and its Appendices, any attachments and any documentation expressly incorporated herein by reference and shall include any amendments or supplementary agreements specifically referenced hereto and effected as amendments as provided herein.

1.4	API: means application programming interfaces that allow other software products to communicate with or call on Licensed Product(s) provided under this Agreement.

1.5	Appendix or Appendices: means any appendix or Exhibit attached to and listed in the Agreement.

1.6	Business Partner: means a legal entity that requires access to the Licensed Product(s) in connection with Licensee’s internal business operations, such as customers, distributors and/or suppliers of Licensee. 

1.7	Documentation: means Steeples documentation which is delivered or made available to Licensee with the Licensed Product(s) under this Agreement. 

1.8	End User: means the End User to whom the Licensed Product(s) is licensed under this Agreement as identified in the Software Order Form “SOF”. 

1.9	Licensed Product(s): means any and all Licensed Product(s) products licensed to Licensee under this Agreement as specified in Exhibit A. Table 1. Licensed Product(s), as developed by Steeples using Microsoft Dynamics AX framework and delivered to Licensee and any new releases thereof made available.

1.10	Licensed User: Any individual which has accessed the Licensed Product(s).  Basis of count for Licensed Users is as specified in Exhibit A. Table 1. Licensed Product(s). 

1.11	Licensee: means the End User.  

1.12	Modification: means change to the delivered source code or metadata or any development other than a change to the delivered source code or metadata, that customizes, enhances, or changes existing functionality of the Licensed Product(s) including, but not limited to, the creation of any new application program interfaces or alternative user interfaces, any programming extensions.

1.13	Partner: means the company that resells the Licensed Product(s) licenses to the End User under a valid Channel Partner Agreement “CPA”. 

1.14	Software Materials: means Licensed Product(s), programs, tools, systems, data or other materials made available by Steeples to the Licensee in the course of the performance under this Agreement irrespective whether before or after the effective date of this Agreement including, but not limited to, the Licensed Product(s) and Documentation, as well as any information, materials or feedback provided by Licensee to Steeples relating to the Licensed Product(s) and Documentation. 

1.15	Software Order Form or “SOF”: means the order form for the Licensed Product(s) from Partner to Steeples which includes Licensed Product(s) information, including License fees and Enhancement Fees.  

1.16	Use: means to activate the processing capabilities of the Licensed Product(s), load, execute and access the Licensed Product(s) or display information resulting from such capabilities.

ARTICLE 2. LICENSE 

2.1	License Grant. Subject to Licensee’s compliance with all the terms and conditions of this Agreement, Steeples grants to Licensee a nonexclusive, perpetual (except for subscription based licenses) license to Use the Licensed Product(s), Documentation and Software Materials for the Licensed Users specified in Exhibit A. Table 1. Licensed Product(s) at specified site(s) within the Territory specified in Exhibit A. Table 2, to run Licensee’s and its Affiliates’ internal business operations, unless terminated in accordance with Article 3 herein.  

2.2	License Restrictions. Except as expressly permitted by this Agreement, this license does not permit Licensee  to: (i) lease, loan, resell, sublicense or otherwise distribute the Licensed Product(s) and Software Material, other than distribution to Affiliates subject to terms and conditions set forth in Section 2.7; (ii) use the Licensed Product(s) and Software Materials to provide or operate service bureau, marketing, training, outsourcing services or consulting services or any other commercial service related to the Licensed Product(s) to Business Partners other than to Affiliates subject to terms and conditions set forth in Section 2.7; (iii) use the Licensed Product(s) to develop a software which is competitive with the Licensed Product(s)(s); (iv) distribute or publish key Code(s) to the Licensed Product(s); or (v) Use unauthorized key code(s); (vi) use Licensed Product(s) components other than those specifically identified in Exhibit A. Table 1. Licensed Product(s), even if it is also technically possible for Licensee to access other Licensed Product(s) components.  Business Partners may Use the Software only through screen access and solely in conjunction with Licensee’s Use and may not Use the Licensed Product(s) to run any of Business Partners’ business operations.  Licensee shall notify Steeples if Licensee becomes aware of any unauthorized third party access to, or Use of the Licensed Product(s); (vii) make any Use of or perform any acts with respect to the Software Materials other than as expressly permitted in accordance with the terms of this Agreement.

2.3	Designated Unit. Licensee agrees to install the Licensed Product(s) only on information technology devices (e.g. hard disks or central processing units) identified by Licensee pursuant to this Agreement that has been approved by Steeples in writing or otherwise officially made known to the public as appropriate for Use or interoperation with the Licensed Product(s) and which are located at Licensee’s facilities and are in Licensee’s direct possession.  Where agreed in writing by Steeples, the information technology devices may also be located in the facilities of an Affiliate and be in the Affiliate’s direct possession subject to terms and conditions set forth in Section 2.2.  Licensee must hold the required licenses as stated in the Use Terms for any individuals that Use the Software, including employees or agents of Affiliates and Business Partners.  Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system. If Licensee receives Licensed Product(s) that replaces previously Licensed Product(s), its rights under this Agreement with regard to the previously Licensed Product(s) ends when it deploys the replacement Software for Use on productive systems.  At that time, Licensee shall comply with Section 3.2 of this Agreement with respect to such previously Licensed Product(s). 

2.4	Licensed Product(s) Territory. The licenses granted hereunder are only valid in the Territory specified in Exhibit A. Table 2. Licensee shall not ship, transfer, or otherwise export the Licensed Product(s) outside the Territory without Steeples’ prior written consent.

2.5	Duplication of Licensed Product(s). Licensee may make Licensed Product(s) copies for the purposes of backup only.  All Licensed Product(s) copyright, trademark, patent, and related proprietary notices incorporated in or fixed to the Licensed Product(s) shall be duplicated by Licensee on all copies or extracts thereof and shall not be altered, removed, or obliterated. 

2.6	License Delivery. The Licensed Product(s) shall be delivered to the Licensee through the Partner in a soft copy format through electronic and one copy of the Licensed Product(s) shall be delivered in machine readable form on a magnetic storage media. The License will be released and delivered to the Licensee upon Licensee paying full license fees to the Partner and Partner paying full license fees to Steeples.

2.7	Licensee Affiliate Use Terms. Affiliates’ Use of the Licensed Product(s), Documentation and Software Materials to run their internal business operations as permitted under Section 2.1 is subject to the following: (i) the Affiliate agrees to be bound by the terms set out herein; and (ii) a breach of this Agreement by Affiliate shall be considered a breach by Licensee hereunder. If the Affiliate of Licensee has separate agreement with Steeples directly or through Steeples Partner for Licensed Product(s), the Licensed Product(s) shall not be Used to run such affiliate’s business operations and such affiliate shall not receive any services under this Agreement even if such separate agreement has expired or is terminated, unless otherwise agreed to in writing by Steeples.

2.8	License Confidential Terms & Conditions. Licensee shall not disclose the terms and conditions of this Agreement to any third party.

2.9	License Audit. Steeples shall be permitted to audit, which may include on-site and/or remote audit, the usage of the Software Materials.  Licensee shall cooperate reasonably in the conduct of such audits.  In the event an audit reveals that Licensee underpaid license fees and / or that Licensee has Used the Licensed Product(s) in excess of the license quantities or levels as specified in Exhibit A. Table 1. Licensed Product(s), Licensee shall pay to the Partner such underpaid fees and / or for such excess usage based on Steeples price list in effect at the time of the audit, and shall execute an additional SOF to affect the required licensing of any additional quantities or levels.

2.10	License Fees. Licensee shall pay to Partner all license fees for the Licensed Product(s). 

ARTICLE 3. TERMINATION TERMS

3.1	Terms. This Agreement and the license granted hereunder shall become effective on the specified Agreement Effective Date and remain effective unless terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives Steeples written notice of Licensee's direction to terminate this Agreement, for any reason, but only after payment to the Partner of all License fees then due and owing; (ii) thirty days after Steeples gives Licensee notice of Licensee's material breach of any provision of the Agreement (iii) immediately if Licensee files for bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors. 

3.2	Licensee Obligations upon Termination. Upon any termination hereunder, Licensee and its Affiliates shall immediately cease Use of all Steeples Software Materials and Confidential Information.  Within thirty (30) days after any termination, Licensee shall irretrievably destroy or upon Steeples request deliver to Steeples all copies of the Software Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period.  In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee to the Partner.  Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid to the Partner.

ARTICLE 4. INTELLECTUAL PROPERTY RIGHTS

4.1	Reservation of Rights. The Licensed Product(s), Software Materials, and all Intellectual Property Rights, shall be the sole and exclusive property of Steeples except the Use rights granted to Licensee in Article 2 herein.  Except for the rights set forth in Section 4.3 herein, Licensee is not permitted to modify or otherwise make derivative works of the Licensed Product(s) and/or Software Materials.  Any such unauthorized works developed by Licensee, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of Steeples.   

4.2	Protection of Rights. Except to the extent such rights cannot be validly waived by law, Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source code from the object code of the Licensed Product(s) in any manner.  Reverse engineering of the Licensed Product(s) and other Software Materials is prohibited.  Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Licensed Product(s). Licensee must not change or remove Steeples copyright and authorship notices.  

4.3	Modifications or Add-ons. Conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Licensee may make Modifications and/or Add-ons to the Licensed Product(s) in furtherance of its permitted Use under this Agreement, and shall be permitted to use Modifications and Add-ons with the Licensed Product(s) in accordance with the License Grant to the Licensed Product(s) set forth in Article 2 herein. Steeples holds no responsibility for any Modifications and/or Add-ons done by Licensee. Licensee shall comply with Steeples development procedure prior to making Modifications and/or Add-ons. All Add-ons developed by Licensee, and all rights associated therewith, shall be the exclusive property of Licensee; provided Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Modifications and/or Add-ons. Any Modifications and Add-ons developed by Licensee must not: enable the bypassing or circumventing any of the restrictions set forth in this Agreement and/or provide Licensee with access to the Licensed Product(s) to which Licensee is not directly licensed; nor unreasonably impair, degrade, reduce the performance or security of the Licensed Product(s). Licensee agrees that Steeples holds no obligations for any Modifications and/or Add-ons developed by Licensee and/or any functionality of the Licensed Product(s) accessed by Modifications and/or Add-ons developed by Licensee. 

ARTICLE 5. LIMITED WARRANTY

5.1	Licensed Product(s) Warranty. Steeples warrants that the Licensed Product(s) will substantially conform to the specifications contained in the Documentation.  The warranty shall not apply: (i) if the Licensed Product(s) is not used in accordance with the Documentation; or (ii) if the defect is caused by a Modification or Add-on by Licensee or third-party software.  The Licensed Product(s) Warranty period is three months from date of Licensed Product(s) delivery and within three (3) months following the Licensed Product(s) delivery, if Licensee detects a defect in a Product’s physical media, Licensee may return the defective media to Steeples and Steeples will replace it free of charge.  Provided that Steeples is notified in writing with a specific description of the Licensed Product(s)’s nonconformance with the warranty set forth within the warranty period and Steeples validates the existence of such nonconformance, Steeples at its option: (a) repair or replace the nonconforming Licensed Product(s), or (b) refund the license fees paid for the applicable nonconforming Licensed Product(s) in exchange for a return of such nonconforming Licensed Product(s).  The License fees will be refunded to the Partner. This is Licensee’s sole and exclusive remedy under this warranty. Steeples does not warrant that the Licensed Product(s) will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Licensed Product(s) are designed to meet all of Licensee's business requirements.

5.2	Warranty Disclaimer. Except for the warranty specified in section 5.1 of this Agreement and to maximum extent permitted by Law that cannot be validly waived, Steeples disclaim all other warranties and any representations or statements whether express or implied, including without limitation to, any implied terms, conditions, warranties, representations or statements of satisfactory quality or fitness for a particular purpose.

5.3	Limitation of Liability. To the maximum extent permitted by Law, in no event will Steeples be liable to Licensee for any Indirect, Special, Consequential or Punitive damages, including without limitation, any loss of profit, loss of revenue, loss of anticipated savings, loss or inaccuracy of any data, defective data, corruption of data, loss of reputation or goodwill, any other indirect losses or damage, cost of substitute goods, regardless of the theory of liability (including breach of contract, negligence, tort or otherwise) and even if Steeples has been advised of the possibility of such damages. Steeples aggregate liability to Licensee for actual direct damages for any cause whatsoever shall be limited to the cumulative Licensed Product(s) License Fees paid to Steeples under this Agreement. 

ARTICLE 6. INDEMNIFICATION FOR INFRINGEMENT

6.1	Infringement Terms and Obligations. Steeples, at its sole expense, agrees to defend and indemnify Licensee against any claim that the Licensed Product(s) directly infringe a copyright, patent, or other intellectual property right, provided that: (i) Licensee notifies Steeples in writing within thirty (30) days of the claim; (ii) Steeples has sole control of the defense and all related settlement negotiations; and (iii) Licensee provides Steeples with the information, assistance and authority to enable Steeples to perform Steeples obligations under this paragraph. Steeples shall have no liability for any claims of infringement to the extent that such claims result from the use of the Licensed Product(s) in conjunction with non-Steeples software or other non-Steeples products except Microsoft Dynamics AX version 2012 or upon Use of the Licensed Product(s) in a manner not contemplated by the Licensed Product(s) Specifications. Nothing in this provision shall be construed as a limitation on Licensee’s ability to retain legal counsel at its own expense to monitor the proceedings. Steeples further agrees that if Licensee is prevented from using the Licensed Product(s)(s) due to infringement of any patent, copyright or other intellectual property right, then at Steeples option and as its entire obligation to Licensee with respect to such claims, Steeples shall promptly either: (a) modify the Licensed Product(s)(s) at Steeples expense so that the Licensed Product(s)(s) become non-infringing; or (b) terminate the Agreement as to the infringing Licensed Product(s) and return Licensee’s Licensed Product(s) License Fees paid to Steeples for the infringing Licensed Product(s)(s) under this Agreement.

ARTICLE 7. SOURCE CODE ESCROW

7.1	Escrow Terms and Conditions. By executing Exhibit B attached to this Agreement, Licensee elects to have the source code of the Licensed Product(s). Steeples agrees to deposit the source code of the Licensed Product(s) in an escrow account and appoint Licensee as the beneficiary of the account; for which the source code shall be released upon the conditions outlined in said Exhibit. Upon making such election, Licensee agrees to pay to Steeples all the fees including but not limited to the account opening fees and annual ongoing renewal fees (if any) associated with such account. At least thirty (30) days prior to expiration of the Source Code Escrow, Steeples shall notify Licensee of the applicable renewal escrow fees for the succeeding year, whereupon, unless Licensee notifies Steeples in writing of its desire to terminate the escrow account upon such expiration date, the Source Code Escrow account subscription shall be extended and renewed for an additional period of one (1) year at the then-current fees specified by Steeples. If Licensee fails to remit escrow all fees pursuant to the terms hereof, Steeples will have no obligations to include Licensee as a beneficiary of the escrow account.

ARTICLE 8. GENERAL TERMS & CONDITIONS

8.1	Confidentiality. Each party receiving Confidential Information (“Recipient”) shall retain in confidence and require its employees, agents, Affiliates, Business Partners, Partners and contractors to retain in confidence the terms and conditions of this Agreement and all Confidential Information of the other party (“Discloser”). “Confidential Information” means any information, in written or other tangible form, which has been noticeably marked by Discloser as “confidential” or “proprietary” or if not so marked, was indicated at the time of disclosure to be confidential and is later summarized and confirmed as confidential in a writing transmitted to Recipient within ten (10) days after disclosure or is not disclosed in public domain, including but not limited to: (a) the Licensed Product(s) and Documentation and other Software Materials, including without limitation to the following information regarding the Licensed Product(s): (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs; and (ii) benchmark results, manuals, program listings, data structures, concepts, designs, flow charts, logic diagrams, functional specifications, documentation, product specifications, API specifications, file formats, techniques and processes; (b) the research and development; and (c) product offerings, product pricing, algorithms, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. Licensee agrees that the Licensed Product(s) as well as results of any Licensed Product(s) benchmark or similar tests (whether performed by Steeples, Licensee, or any third party) are the Confidential Information of Steeples. Recipient shall retain Discloser’s Confidential Information in the manner Recipient retains its own Confidential Information, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party without Discloser’s express written consent (except, solely to employees, agents, advisors, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement).  Confidential Information shall not include any information that: (i) is or becomes publicly available without the Recipient’s breach of any obligations owed to the Discloser; (ii) is known to the Recipient prior to the Discloser’s disclosure of such information to the Recipient; (iii) becomes known to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality owed to the Discloser; or (iv) is independently developed by the Recipient. The obligations set forth herein with respect to Confidential Information shall survive and continue to survive in full force from the Agreement Effective Date notwithstanding the expiry or termination of this Agreement for any reason.

8.2	Force Majeure. Neither Steeples nor Licensee shall be liable for failure due to any delays (including but not limited to industrial conflicts (strikes and lockouts), fire, war, riots, internal disorder, natural disasters, import and export bans, interruption or failure of ordinary communications and transport, including interruption or failure of power supply, and any force majeure) and/or nonperformance of any provision of this Agreement caused by circumstances beyond the reasonable control of the performing party shall not constitute a breach of this Agreement and time for performance of such provision (if any) shall be deemed extended for a period equal to the duration of the conditions preventing performance.

8.3	Language. Should a counterpart to this Agreement be prepared in a language other than English, then English shall be the language of this Agreement and the English language shall govern all disputes, performances and interpretations, and the counterpart in other language shall be for convenience only and shall not affect the performance or interpretation of this Agreement.

8.4	Notice. All notices required to be given under the Agreement by one party to the other shall be sufficiently given in writing and delivered by hand, or facsimile transmission. 

8.5	Reference Rights. Licensee agrees that Steeples may include Licensee’s name and logo among Steeples list of customers. This clause will continue in force notwithstanding the expiry or termination of this Agreement for any reason.

8.6	Assignment. Licensee may not, without Steeples prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the Software Materials or Steeples Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation.

8.7	Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.

8.8	Severability. If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law, such provision shall to the extent reasonably possible to be constructed in a manner so as to be enforceable and the remaining provisions hereof shall remain in full force and effect and in no way be affected, impaired, invalidated or prejudiced.

8.9	Waiver. Any consent to or waiver of any provision or breach shall not constitute consent to or a waiver of such provision or breach in the past or future by Steeples and Licensee.

8.10	Governing Law. The construction, validity and performance of this Agreement shall be governed by Indian Law and each party hereto submits to the exclusive jurisdiction of the Indian courts.