PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. ANY
USE OF SOFTWARE DOWNLOADED OR ORDERED FROM ZOHO Corp. IS PERMITTED
ONLY UNDER LICENSE WITH ZOHO Corp. BY DOWNLOADING THIS
SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE
AGREEMENT. INDICATE YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT
BY CLICKING ON THE "I ACCEPT THE LICENSE AGREEMENT" BUTTON.
This Agreement ("Agreement") is made by and between ZOHO Corp., (hereinafter "ZOHO Corp. ") and any person (collectively
"you", "your" or "I") who completes the download form for
use of the ZOHO Corp. Software ("Software").
1. LICENSE TERMS.
This Software can be downloaded for Evaluation, Development
or Production use upon the following terms:
1(a)Evaluation Use:The terms of this section 1(a)
are applicable to you if you are an Evaluation Use Customer.
Subject to the terms of this Agreement, ZOHO Corp. grants to
you a non-exclusive, non-transferable, Evaluation license
for trial and evaluation of the Software, in binary object
code form, for a period of Forty-five (45) days from the date
of download. You may use any third party software products
or modules supplied by ZOHO Corp. solely with the Software,
unless the licensing terms of the third party software products
or modules specify otherwise. You may not disclose the results
of software performance benchmarks to any third party without
ZOHO Corp.'s prior written consent.
This license begins upon downloading and ends Forty-five
(45) days thereafter ("Evaluation Period"). When the license
expires you must stop using the Software. You are forbidden
from using the Software for any other use or otherwise offering
it for resale under the terms of this section 1(a). ZOHO Corp.
retains all rights not specifically granted to you herein.
1(b) Development Use: The terms of this section 1(b)
are applicable to you if you are a Development Use Customer.
Subject to the terms of this Agreement, ZOHO Corp. grants to
you a non-exclusive, non-transferable, fee-bearing license
solely for Development use of the Software, in object code form,
for the number of users, the number of CPUs and at the sites,
all as specified on your Purchase Order. You may use any third
party software products or modules supplied by ZOHO Corp. solely
with the Software, unless the licensing terms of the third party
software products or modules specify otherwise. You may not
disclose the results of software performance benchmarks to any
third party without ZOHO Corp.'s prior written consent. Additional
restrictions with respect to the third party software, if any,
will be delivered to you along with your license key.
You are forbidden from using the Software for any other use
or otherwise offering it for resale under the terms of this
section 1(b). If you integrate the Software into an application
and intend to resell the resulting integrated application
you must contact us to obtain the appropriate distribution
license. ZOHO Corp. retains all rights not specifically granted
to you herein.1(c) Production Use:The terms of this
section 1 (c) are applicable to you if you are a Production
Use Customer. Subject to the terms of this Agreement, ZOHO Corp.
grants to you a non-exclusive, non-transferable, fee-bearing
license solely for the Production use of the Software,
in object code form, for the number of users, the number of
CPUs and at the sites, all as specified on your Purchase Order.
You may use any third party software products or modules supplied
by ZOHO Corp. solely with the Software, unless the licensing
terms of the third party software products or modules specify
otherwise. You may not disclose the results of software performance
benchmarks to any third party without ZOHO Corp.s prior written
consent. Additional restrictions with respect to the third
party software, if any, will be delivered to you along with
your license key.
If you integrate the Software into an application and intend
to resell the resulting integrated application you must contact
us to obtain the appropriate distribution license. ZOHO Corp.
retains all rights not specifically granted to you herein.
1(d) If you are a Development Use Customer or a Production
Use Customer, in addition to sections 1(b) and 1(c) above,
the following terms are also applicable to you. You may make
a reasonable number of copies of the Software and related
Documentation (provided that all Copyright and other Proprietary
notices of ZOHO Corp. and its licensors are reproduced), solely
for archival and emergency back-up purposes, and disaster
recovery testing purposes. If you would like to alter the
number of Users, or number or identity of Sites and Servers
indicated on your Purchase Order, you must contact ZOHO Corp.
in writing for our approval; you may be subject to additional
fees.
2.LICENSE FEES.
2.1In Consideration of the applicable license(s) granted
pursuant to sections 1(b) or 1 (c), you agree to pay ZOHO Corp.
the applicable License fee(s) within thirty (30) days of issuance
of ZOHO Corp.'s Invoice. All charges and fees provided for
in this Agreement are exclusive of and do not include any
taxes, duties or similar charges imposed by any Government
("Taxes"). You agree to pay or reimburse ZOHO Corp. for all
such Taxes (other than taxes on the net income of ZOHO Corp.).
2.2If you are outside the United States, you agree
that the amounts to be remitted to ZOHO Corp. are the actual
amounts due without withholding taxes or other assessments
by authorities anywhere in the foreign location, which withholding
taxes or assessments you agree to pay. You will promptly furnish
ZOHO Corp. with certificates evidencing payment of such amounts.
3.ANNUAL MAINTENANCE AND SUPPORT.
You must purchase annual Maintenance and Support from ZOHO Corp.
in order to qualify for the Maintenance and Support Services
described in this Section. ZOHO Corp. will invoice you 15 days
prior to the end of every year during which a valid maintenance
and support fee has been paid by you, unless you have specifically
informed ZOHO Corp. in writing to cancel your maintenance,
forty-five (45) days prior to the end of such year.
3.1 Maintenance and Support Services.Maintenance and
Support means that ZOHO Corp. will provide: (a) Software updates,
(b) online access to technical documentation, and (c) email
support for problem resolution, including (i) clarification
of functions and features; (ii) clarification of documentation;
(iii) technical support and guidance in the operation of the
Software; and (iv) software error analysis and correction.
Upgrades or major releases are not included as part of Annual
Maintenance and Support contract. ZOHO Corp. will use commercially
reasonable efforts to provide error corrections or work-arounds
for then most severe errors as soon as possible and based
upon ZOHO Corp. classification of the severity of the error.
Expanded support or technical assistance is available per
request at an additional charge in accordance with ZOHO Corp.'s
then-current policy.
Maintenance and Support will be provided only with respect
to versions of the Software that, in accordance with ZOHO Corp.
policy, are then being supported by ZOHO Corp.
3.2 Your Responsibilities.You agree to provide ZOHO Corp.
with reasonable access to your personnel and equipment, if
necessary during normal business hours in order to provide
Maintenance and Support. You agree to document and promptly
report all errors or malfunctions of the Software to ZOHO Corp.
4. INTEREST.
Any amounts not paid when due (including License Fees and
Maintenance and Support Fees) will be subject to interest
at the lesser of 1.5% per month or the highest amount permissible
under applicable law.
5. LIMITED WARRANTY/LIMITATIONS ON LIABILITY.
5.1 Limited Warranty for Certain Uses. With respect
to the Software licensed under sections 1(b) or 1(c) (i.e.,
Development Use or Production Use, respectively and not Evaluation
Use) ZOHO Corp. warrants that the Software will perform in
substantial accordance with its documentation for a period
of thirty (30) days from the date you receive the Software.
If during this time period the Software does not perform as
warranted, ZOHO Corp. shall, at its option, undertake to (a)
correct the Software, (b) replace such Software free of charge
or, if neither (a) nor (b) is commercially practicable, terminate
this agreement and refund to you the License Fee. This warranty
will not apply if the Software has not been properly installed,
used outside the scope of the applicable license, modified,
altered or operated in an unwarranted environment.
THE FOREGOING IS ZOHO Corp.'S SOLE LIABILITY AND YOUR SOLE
AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY.
5.2 No Other Warranties. EXCEPT AS PROVIDED IN SECTION
5.1, THE SOFTWARE IS PROVIDED "AS-IS"; ZOHO Corp. MAKES NO
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT
TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
FITNESS FOR A PARTICULAR USE OR PURPOSE, MERCHANTABILITY,
NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL OPERATE WITHOUT
INTERRUPTION OR BE ERROR FREE, AND ZOHO Corp. HEREBY DISCLAIMS
ALL SUCH REPRESENTATIONS AND WARRANTIES. ZOHO Corp. MAKES NO
REPRESENTATION ABOUT THE SUITABILITY OF THE SOFTWARE OR ABOUT
THE ACCURACY OF ANY CONTENT OR INFORMATION MADE ACCESSIBLE
BY THE SOFTWARE.
5.3 Limitations on Liability
5.3(a)With Respect to Evaluation Use Customers. EVALUATION
USE SOFTWARE IS PROVIDE GRATUITOUSLY AND, THEREFORE, ZOHO Corp.
AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES)
UNDER ANY THEORY OF LIABILITY (INCLUDING TORT CONTRACT, OR
ANY OTHER THEORY) WHETHER SUFFERED BY YOU OR ANY OTHER USER
OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
5.3(b) With Respect to Development Use Customers and
Production Use Customers. WITH RESPECT TO SOFTWARE PROVIDED
UNDER THE TERMS OF A DEVELOPMENT USE LICENSE OR PRODUCTION
USE LICENSE, ZOHO Corp. AND ITS SUPPLIERS SHALL NOT BE LIABLE,
UNDER ANY THEORY OF LIABILITY, TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY), CONTRACT, OR OTHERWISE, FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF
YOUR USE OF THE SOFTWARE, OR THE USE OF THE SOFTWARE BY ANY
END USER, USER, DISTRIBUTOR, OR ANY THIRD PARTY, OR IN ANY
OTHER WAY ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF PROFITS,
LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST
OF COVER. ZOHO Corp.'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID BY YOU
TO ZOHO Corp. HEREUNDER FOR THE SOFTWARE GIVING RISE TO SUCH
LIABILITY.
Some States do not permit disclaimers of certain warranties
or limitations on certain types of liability under certain
circumstances; consequently some of the foregoing disclaimers
and limitations may not be applicable to you, in whole or
in part.
6. SOFTWARE CHANGES.
ZOHO Corp. reserves the right at any time not to release or
to discontinue release of any Software and to alter prices,
features, specifications, capabilities, functions, licensing
terms, release dates, general availability or other characteristics
of the Software.
7. OWNERSHIP.
All ownership rights, Title and Intellectual Property rights
in and to the Software and Documentation shall remain the
sole and exclusive property of ZOHO Corp. and/or its Licensors.
You agree to abide by the copyright law and all other applicable
laws of the United States. You acknowledge that the Software
contains valuable confidential information and trade secrets
of ZOHO Corp. and/or its Licensors; therefore you agree not
to modify the software, or attempt to decipher, decompile,
disassemble or reverse engineer the Software or assist or
encourage any third party in doing so.
8. INDEMNIFICATION.
8.1ZOHO Corp. agrees to indemnify and defend you from
and against any and all claims, actions or proceedings, arising
out of any claim that the Software infringes or violates any
U.S. patent, copyright or trade secret right of any third
party; so long as you provide: (i) prompt written notice to
ZOHO Corp. of such claim; (ii) cooperate with ZOHO Corp. in
the defense and/or settlement thereof, at ZOHO Corp.'s expense;
and, (iii) allow ZOHO Corp. to control the defense and all
related settlement negotiations.
8.2 If it is, or if in the reasonable opinion of
ZOHO Corp. it is probable that it will be, determined by a
court of competent jurisdiction that such Software or the
sale or use thereof infringes any patent, copyright, trade
secret or trademark of a third party or if ZOHO Corp. is enjoined
from distributing such Software, then ZOHO Corp., at its sole
option and expense, may: (i) procure for you the rights and
to the same extent as those granted under this Agreement;
(ii) replace such Software with other software, which complies
with the specification of the Software; or, (iii) modify the
Software, to avoid infringement while continuing to have the
Software meet the Specification or (iv) terminate this Agreement
and return to you your license fee, less an amount commensurate
with your period of use of the Software, as amortized over
a three year period.
8.3You agree that this Section 8 represents ZOHO Corp.'s
sole obligation to you and shall be your sole and exclusive
remedy pursuant to this Agreement for intellectual property
infringement.
8.4Limitations. ZOHO Corp. shall have no indemnity
obligation for claims of infringement to the extent resulting
or alleged to result from: (i) any combination, operation,
or use of any Software with any programs or equipment not
supplied by ZOHO Corp.; (ii) any modification of the Software
by a party other than ZOHO Corp.; and (iii) your failure, within
a reasonable time frame, to implement any replacement or modification
of Software provided by ZOHO Corp.
9. TERM AND TERMINATION.
9.1This Agreement will take effect upon submission
of your download form for the Software, and will remain in
force until terminated in accordance with this Agreement.
This Agreement may be terminated by you upon thirty (30) days'
prior written notice to ZOHO Corp. or by destroying or returning
to us all copies and partial copies of the Software and Documentation
under your control; provided that no such termination will
entitle you to a refund of any portion of the License Fee.
ZOHO Corp. may, by written notice to you, terminate this Agreement
immediately if any of the following events ("Termination Events")
occur: (a) you fail to pay any amount due ZOHO Corp. within
thirty (30) days after ZOHO Corp. gives you written notice
of such nonpayment; or (b) you are in material breach of any
non-monetary provision of this Agreement, which breach, if
capable of being cured, is not cured within thirty (30) days
after ZOHO Corp. gives you written notice thereof.
9.2Termination of this Agreement will
not affect the provisions relating to the payment of amounts
due, or provisions limiting or disclaiming ZOHO Corp.'s liability,
which provisions will survive termination of this Agreement.
9.3Within thirty (30) days after the date of termination
or discontinuance of this Agreement for any reason whatsoever,
you shall destroy the Software and all copies, in whole or
in part, all Documentation relating thereto, and any other
Confidential Information in its possession that is in tangible
form.
10. UNITED STATES GOVERNMENT RIGHTS.
The Software provided under this Agreement is commercial
computer software developed exclusively at private expense,
and in all respects are proprietary data belonging solely
to ZOHO Corp.
10.1 Department of Defense End Users: If the Software
is acquired by or on behalf of agencies or units of the Department
of Defense (DOD), then, pursuant to DoD FAR Supplement Section
227.7202 and its successors (48 C.F.R. 227.7202) the Government's
right to use, reproduce or disclose the Software and any accompanying
documentation acquired under this Agreement is subject to
the restrictions of this Agreement.
10.2Civilian Agency End Users: If the Software is
acquired by or on behalf of civilian agencies of the United
States Government, then, pursuant to FAR Section 12.212 and
its successors (48 C.F.R. 12.212), the Government's right
to use, reproduce or disclose the Software acquired under
this Agreement is subject to the restrictions of this Agreement.
11. LEGAL COMPLIANCE.
You may not download or otherwise export or re-export the
Software or any underlying information or technology except
in full compliance with all United States and other applicable
laws and regulations. In particular, but without limitation,
none of the Software or underlying information or technology
may be downloaded or otherwise exported or re-exported (i)
into (or to a national or resident of) Cuba, Iran, Iraq, Libya,
North Korea, Syria, or Sudan, or (ii) to anyone on the US
Treasury Department's list of Specially Designated Nationals
or the US Commerce Department's Table of Deny Orders. By licensing
the Software, you are agreeing to the foregoing and you are
representing and warranting that you are not located in, under
control of, or a national or resident of any such country
or on any such list.
12. NON-ASSIGNMENT/BINDING AGREEMENT.
Neither this Agreement nor any rights under
this Agreement may be assigned or otherwise transferred by
you, in whole or in part, whether voluntary or by operation
of law without the prior written consent of ZOHO Corp. Subject
to the foregoing, this Agreement will be binding upon and
will inure to the benefit of the parties and their respective
successors and assigns.
13. MISCELLANEOUS.
13.1 If any term, condition, or provision in this
Agreement is found to be invalid, unlawful or unenforceable
to any extent, the remaining terms, conditions and provisions
will continue to be valid and enforceable to the fullest extent
permitted by law.
13.2This Agreement (including any addenda hereto signed
by both parties) represents the entire agreement of the parties
with respect to the subject matter of this Agreement and supersedes
all previous communications, representations, understandings
and agreements, either oral or written, between the parties
with respect to said subject matter.
13.3This Agreement may not be amended, except in writing,
signed by both parties. [No terms, provisions or conditions
of any purchase order, acknowledgment or other business form
that you may use in connection with the acquisition or licensing
of the Software will have any effect on the rights, duties
or obligations of the parties under, or otherwise modify,
this Agreement, regardless of any failure of ZOHO Corp. to
object to such terms, provisions or conditions.]
13.4This License shall be governed by and construed
in accordance with the laws of the State of California as
applied to agreements made, entered into and performed entirely
in California, by California residents. You agree that any
dispute regarding this License will be heard in the state
or federal courts having jurisdiction in San Francisco County,
California, and you agree that you shall be subject to the
personal jurisdiction of such courts.
13.5 Use of ZOHO Corp. software constitutes
an acceptance of the terms of this agreement. If you do not
agree to be bound by these provisions, you are required to
destroy all copies of ZOHO Corp. software from your equipment
immediately.
14. DEFINITIONS.
The following terms shall have the following meanings:
"Application" means any use of any of the published
Application Programming Interfaces (APIs) documented or referenced
in the Documentation, whether such use is from a 3rd-party
browser (including but not limited to Netscape Navigator or
Microsoft Internet Explorer), or from another software program
designed or modified to use APIs provided with the Software.
"Development Use" means use of the Software by
a Development Use Customer to design, develop and/or test
new Applications.
"Documentation" means the technical publications
prepared and delivered to you by ZOHO Corp. or provided to
you on the ZOHO Corp. web site relating to use of the Software,
such as reference, user, installation, systems administrator
and technical guides.
"Production Use" means using the Software in an Application
for internal business purposes only. Production Use does not
include the right to reproduce the Software for sublicensing,
resale, or distribution to any party other than a User, including
without limitation, distributing the Software as part of a
VAR, OEM, distributor or reseller arrangement.
"Server" means a single computer processor capable
of executing the Software.
"Site" means the specific, physical location of
a Server, as set forth on your download form.
"Software" means those items of software, in object
code format only, proprietary to ZOHO Corp. and/or its suppliers,
that you have ordered from ZOHO Corp. pursuant to your download
form and under the terms of this Agreement.
"Updates" mean a Minor Release identified by the
change in the digit to the right of the first and subsequent
decimal places reading from left to right in an ZOHO Corp.
product release number. For example, in ZOHO Corp. Product
Release X.a and X.b.c - a,b, and c are Updates or Minor Releases.
"Upgrades" mean a Major Release identified by the
change in the digit to the left of the first decimal place
reading from left to right in an ZOHO Corp. product release
number. For example, in ZOHO Corp. Product Release X.a and
Y.a, X and Y are Upgrades or Major Releases.
15.THIRD PARTY SOFTWARES
PLEASE READ THE ASSOCIATED COPYRIGHT FILE FOR INFORMATION
ON THIRD PARTY SOFTWARE BUNDLED ALONG WITH THIS PRODUCT.