Increff Software Licensing Agreement 

This agreement (the "Agreement") is entered by and between NextSCM Solutions Private Limited, a company registered under the Companies Act, 2013 with its registered office at #1664, 3rd Floor, 27th Main Road, Sector-2, HSR Layout, Bangalore-560102 ("Increff") and any company, organization or individual using any Increff software products or software services ("Customer"). Increff charges the Customer a fee for usages of its software products and software services (collectively or in part known as "Increff Software"). Such fees and duration of the same will be agreed upon in a separate mutually signed document ("Contract").  

The parties agree as follows:

1.	Subject to the terms of this Agreement and the Contract, Increff hereby grants the Customer a specific, non-exclusive and non-transferable limited right to access and use Increff Software for the sole purpose of executing the Customer’s business.

2.	The Customer should strictly use Increff Software as is, and no modification, adaptation, improvement, enhancement, translation or derivative work may be done to Increff Software by the Customer, at any point in time, regardless of this Agreement or the Contract. The Customer cannot decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Increff Software for commercial purposes.

3.	The Customer shall not access, store, distribute or transmit any viruses, trojans or other harmful code while using or accessing Increff Software. Additionally, the Customer shall not, using Increff Software, access, store, distribute or transmit any material that (A) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (B) facilitates illegal activity; (C)is sexually explicit; (D) promotes unlawful violence; (E) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (F) causes damage or injury to any person or property

4.	Increff may provide its Increff Software for trial to the Customer without a fee for a maximum period of 90 days, via a written permission communicated via email or physical document. 

5.	The Customer shall only allow access to its employees, agents and independent contractors who need to access Increff Software to perform the duties assigned to them by the Customer ("Authorised User"). 

6.	If a mutually agreeable Contract is not signed within 90 days of receiving Increff Software, or access to the same, then the Customer will thereafter immediately

a.	Stop using Increff Software. This includes the Customer’s employees, agents and independent contractors i.e. Customer’s Authorized User(s).
b.	Remove Increff Software from its laptops, desktops, mobile and any other storage devices ("Customer Systems").
7.	Increff shall have the right to remove any material and/or suspend the Customer’s access to Increff Software without incurring any liability whatsoever if it reasonably believes that the Customer has violated above sections. 

8.	For all data entered by the Authorised Users or by Increff on behalf of the Customer into Increff Software database ("Customer Data"), the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. In the event of damage or loss of Customer Data, Increff’s sole obligation shall be to restore such lost or damaged data to the best of its abilities. 

9.	The Customer acknowledges and agrees it is solely responsible for complying with the terms of any agreement between itself and any third-party vendors with which the Customer has a direct contract with.

10.	In the event of a third-party claim that Increff Software infringes any third-party’s intellectual property rights, then Increff will not be responsible for any damages borne by the Customer. The Customer will however, promptly Notify Increff in writing of such claims

11.	Both parties agree to keep the terms of this Agreement as well each other’s sensitive information confidential. 

12.	Under no circumstances will Increff be liable for any direct or indirect losses to the Customer.

13.	This agreement is subject to the exclusive jurisdiction of courts at Bangalore, Karnataka, India.

