THIS 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") GOVERNING YOUR USE OF MANAGEENGINE ENDPOINT CENTRAL MSP ("LICENSED SOFTWARE").
ZOHO Corp. grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software for internal business purpose only, in binary object code form, for a period of thirty (30) days from the date of download or installation. This License begins upon downloading or installing the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period").
If you are not willing to use the Licensed Software beyond the Evaluation Period, you agree to remove the software from your computer with immediate effect except for any automatically generated back up copies used for no purpose. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. You agree not to disclose the results of software performance benchmarks to any third party without the express consent of ZOHO Corp.
(a) Free Edition: Where applicable, if you choose to use the Free Edition beyond the Evaluation Period, the Licensed Software allows you to manage up to 25 Desktops and 25 Mobile Devices. ZOHO Corp. grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software for internal business purpose only, for no cost in perpetuity.
(b) Subscription License: As part of your choosing to license the Subscription Model, ZOHO Corp. grants you a fee-bearing, non-exclusive, non-transferable, world-wide license to Use the Licensed Software for internal business purpose only, including user documentation that you have downloaded from or received on media provided by ZOHO Corp., including all updates, where applicable, provided that such access and Use of the License Software is in accordance with the Single Installation License granted by ZOHO Corp. "Use" means storing, locating, installing, executing or displaying the License Software. "Single Installation License" means that one copy of the Licensed Software can be installed only in one CPU.
Under the Subscription License, the Licensed Software is licensed only for the intended duration. If the Licensee does not renew the Subscription beyond the duration, Licensee agrees to stop using the software, and remove the software from Licensee's systems.
To continue using the Licensed Software beyond the subscribed duration, you must renew your license at least 10 days before the expiry of the term. As part of the Subscription License, all Updates, Upgrades, e-mail support for problem reporting and online access to product documentation to the Licensed Software will be provided to you at no additional cost during the intended period.
Zoho provides updates and security patches to the Licensed Software. It is your responsibility to promptly install such updates and security patches for optimal performance of the Licensed Software and to avoid any security exploitations through the Licensed Software. Further, it is your responsibility to (a) periodically check and adhere to the security best practices guidelines and configure the License Software as suggested in the security recommendations page for the Licensed Software; and (b) provide correct contact information in order to receive security recommendations from Zoho.
In cases where Zoho has announced End of Support for a particular version of the Licensed Software, no updates or security patches will be provided by Zoho after the End of Support date. "End of Support" means that the relevant version of the Licensed Software will no longer be supported by Zoho after the date specified.
Emergency Mitigation Mechanism: Licensed Software includes a functionality that enables it to matically implement appropriate interim vulnerability mitigation measures in the Licensed Software in case of certain critical security vulnerabilities, which may include but are not limited to modifying configuration settings or disabling the affected features or functionalities ("Emergency Mitigations"). You understand that Zoho will not provide any additional notice or obtain your prior permission before automatically implementing such Emergency Mitigations.
You understand and acknowledge that the functionality for implementing Emergency Mitigations is enabled by default and that you have an option to disable it through the Licensed Software's user interface. In the event you disable this functionality, it is your responsibility to promptly install the security patches for the Licensed Software as and when Zoho notifies you about the availability of such security patches.
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:In addition to all other terms and conditions of this Agreement, you shall not:
(i) install one copy of the Licensed Software on more than one CPU;
(ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
(iii) make any copies except for one back-up or archival copy, for temporary emergency purpose;
(iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
(v) modify or enhance the Licensed Software;
(vi) reverse engineer, decompile or disassemble the Licensed Software.
(vii) allow any third parties to access, use or support the Licensed Software except employees, contractors, consultants or other third parties engaged by you to do any of the foregoing on behalf of or for your benefit..
ZOHO Corp. provides support that includes email support for problem reporting, product updates, upgrades and online access to product documentation for a period of one year.
ZOHO Corp. owns all right, title and interest in and to the Licensed Software. ZOHO Corp. expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by ZOHO Corp.
ZOHO Corp. 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 condZOHO Corp. 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.uct such an audit at your facilities during normal business hours.
The Licensed Software contains proprietary information of ZOHO Corp. 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 Corp. 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 Corp. 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 Corp. has been advised of the possibility of such damages. ZOHO Corp.'s entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the named developer license fee paid by you for the Licensed Software.
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 Corp. 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 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. The above is ZOHO Corp.'s sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
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 the Licensed software with any programs or equipment not supplied by ZOHO Corp.; (ii) any modification of the Licensed Software by a party other than ZOHO Corp.; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by ZOHO Corp.
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to ZOHO Corp. all copies of the Licensed Software in your possession. ZOHO Corp. 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 Corp. all copies of the Licensed Software and certify in writing that all know 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.
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