Free EditionTHIS IS AN AGREEMENT ("AGREEMENT") BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER "YOU" OR "YOUR") AND THE APPLICABLE CONTRACTING ENTITY LISTED HERE (HEREINAFTER "ZOHO" OR "WE" OR "OUR" ) GOVERNING YOUR USE OF MANAGEENGINE RECOVERY MANAGER PLUS ("LICENSED SOFTWARE").
Zoho grants to you a non-exclusive, non-transferable, world-wide license to use the Licensed Software, including user documentation and updates during and as part of your subscription to Recovery Manager Plus ("Service").Licensed Software forms part and parcel of your subscription to the Service. You agree not to use the Licensed Software in any manner not explicitly permitted herein. Since the Licensed Software is provided as part of the Service, you also agree to comply with the terms under which the Service is provided to you.
The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.
In addition to all other terms and conditions of this Agreement, you shall not:
Technical support for the Licensed Software is provided as part of your subscription to the Service. Technical support for the Licensed Software is co-terminus with your subscription to the Service.
Zoho owns all right, title and interest in and to the Licensed Software. Zoho expressly reserves all rights not granted to you herein, including the right to discontinue or not to release any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Software is only licensed and not sold to you by Zoho
Zoho has the right to audit your Use of the Licensed Software by providing at least seven (7) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.
The Licensed Software contains proprietary information of Zoho that are protected by the laws of the United States and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.
ZOHO DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE. EXCEPT AS PROVIDED HEREIN, THE LICENSED SOFTWARE IS FURNISHED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE LICENSED SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE LICENSED SOFTWARE AND ASSUME ALL RISKS ASSOCIATED WITH THE USE OF IT, INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU
IN NO EVENT WILL ZOHO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM OR FOR ANY CLAIM BY ANY OTHER PARTY EVEN IF ZOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZOHO'S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE LICENSED SOFTWARE SHALL NOT EXCEED THE SUBSCRIPTION FEE PAID BY YOU FOR THE SERVICE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
Zoho agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid U.S. patent, copyright or trade secret right of any third party; so long as you provide; (i) prompt written notice to Zoho of such claim; (ii) cooperate with Zoho in the defense and/or settlement thereof, at Zoho's expense; and, (iii) allow Zoho to control the defense and all related settlement negotiations. The above is Zoho's sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
Zoho 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 the Licensed Software with any programs or equipment not supplied by Zoho; (ii) any modification of the Licensed Software by a party other than Zoho; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Zoho
This Agreement is co-terminus with your subscription to the Service. You may terminate this Agreement at any time by destroying or returning to Zoho all copies of the Licensed Software in your possession. Zoho may terminate this Agreement for any reason, including but not limited to your breach of any of the terms of this Agreement. Upon termination, you shall destroy or return to Zoho all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
The governing law and jurisdiction that will apply in case of any dispute or lawsuit arising out of or in connection with this Agreement, will depend on your billing address if you are a paid customer and your state or country of domicile in all other cases. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts mentioned herein in case of any dispute or lawsuit arising out of or in connection with this Agreement.
