This On-Premise Software Subscription Licensing Agreement ("Agreement")

1. PARTIES

1.1 Licensor: Erpmine, a company duly organized and existing under the laws of United States Of America, with its principal place of business at 14350 60th St North, Suite: 1441, 33760 Clearwater, FL. 1.2 Licensee: Clients interested to subscribe.

2. DEFINITIONS

2.1 Software refers to Erpmine, including all updates, upgrades, modifications, and documentation provided by Licensor. 2.2 Subscription Term means the period during which Licensee is granted access to use the Software, subject to the terms of this Agreement. 2.3 Authorized Users means employees, agents, or contractors of the Licensee who are permitted to use the Software. 2.4 Fees means the subscription fees payable by the Licensee for the use of the Software.

3. LICENSE GRANT & RESTRICTIONS

3.1 License Grant: Subject to payment of Fees, Licensor grants Licensee a non-exclusive, non-transferable, and non-sublicensable right to use the Software on Licensee’s on-premise systems during the Subscription Term. 3.2 Restrictions: Licensee shall not: (a) Copy, modify, or distribute the Software except as permitted under this Agreement. (b) Reverse engineer, decompile, or disassemble the Software. (c) Use the Software beyond the scope of the authorized users and permitted usage.

4. SUBSCRIPTION FEES & PAYMENT TERMS

4.1 Licensee shall pay the Fees as set forth in the applicable order form or invoice. 4.2 Fees are due monthly. 4.3 Late payments may cause the subscription to be terminated.

5. SUPPORT & MAINTENANCE

5.1 Licensor shall provide support and maintenance as per the agreed-upon Service Level Agreement (SLA). 5.2 Updates and upgrades shall be provided during the Subscription Term at no additional cost, unless otherwise stated.

6. INTELLECTUAL PROPERTY

6.1 The Software and all associated intellectual property rights remain the exclusive property of Licensor. 6.2 Licensee shall not claim ownership or challenge the rights of Licensor.

7. WARRANTIES & DISCLAIMERS

7.1 Licensor warrants that the Software will substantially perform in accordance with the documentation. 7.2 EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

8.1 Licensor’s liability shall be limited to the amount paid by Licensee for the Software in the last month. 8.2 Licensor shall not be liable for indirect, incidental, or consequential damages.

9. TERM & TERMINATION

9.1 This Agreement remains effective for the Subscription Term unless terminated earlier. 9.2 Either party may terminate for material breach with 30 days’ written notice. 9.3 Upon termination, Licensee shall cease all use of the Software and destroy all copies.

10. CONFIDENTIALITY

10.1 Both parties agree to keep confidential any proprietary information disclosed under this Agreement.

11. GOVERNING LAW & DISPUTE RESOLUTION

11.1 This Agreement shall be governed by the laws of United States Of America. 11.2 Any disputes shall be resolved through Courts of Jurisdiction.