END USER LICENSE AGREEMENT

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" OR "WE" OR "OUR" ) GOVERNING YOUR USE OF MANAGEENGINE PAM360 ("LICENSED SOFTWARE").

• 1. EVALUATION LICENSE:

  Zoho grants to you a non-exclusive and non-transferable evaluation license for trial and evaluation of the licensed software, 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 after that ("Evaluation Period").

  If you are not willing to use the licensed software after the Evaluation Period, either the free edition or the Enterprise edition, delete all the copies installed in your computer with immediate effect. 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. Zoho retains all rights not specifically granted to you herein.

• 2. COMMERCIAL LICENSE:

  Free Edition: Where applicable, if you choose to use the free edition beyond the Evaluation Period, the licensed software allows you to create one administrator (i.e. a PAM360 user with administrator privilege) and manage a maximum of 10 resources and 5 keys. Zoho grants you a non-exclusive, non-transferable, worldwide license to use the licensed software for no cost in perpetuity.

  Annual Subscription License: As part of your choosing annual subscription license, Zoho grants you a fee-bearing, non-exclusive, non-transferable, worldwide license to use the licensed software including user documentation that you have downloaded from or received on media provided by Zoho including all updates, where applicable, provided that such access and use of the licensed software is in accordance with the single installation license granted by Zoho. "Use" means storing, locating, installing, executing or displaying the licensed software according to the license procured by you. "Single installation license" means that the license key provided shall not be used for more than one concurrent use of the licensed software. Under the subscription license, the licensed software is licensed only for the intended duration. If you do not renew the subscription beyond the duration, you agree to stop using the software, and remove the software from your 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, email 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.

  Perpetual License:As part of your choosing perpetual license, Zoho grants you a fee-bearing, non-exclusive, non-transferable, perpetual, worldwide license to use the licensed software including user documentation, updates, and upgrades to which you are entitled as well as any plug-ins provided to you, provided that such access and use of the licensed software is in accordance with the single installation license granted by Zoho.

  "Use" means storing, locating, installing, executing or displaying the licensed software according to the license procured by you.

  "Single installation license" means that the license key provided shall not be used for more than one concurrent use of the licensed software.

• 3. THIRD PARTY PRODUCTS:

  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, in any manner.

• 4. UPDATES AND SECURITY PATCHES:

  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 related alerts and 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: In order to mitigate critical security vulnerabilities in the Licensed Software, the Licensed Software may periodically check for and download available Emergency Mitigations and automatically apply them for you. You understand that Zoho will not provide any additional notice or obtain your prior permission before automatically applying such Emergency Mitigations. "Emergency Mitigations" are temporary interim fixes that modify configuration settings or disable the affected features or functionalities to mitigate security vulnerabilities until the corresponding security patches are installed.

• 5. RESTRICTIONS ON USE:

  In addition to all other terms and conditions of this Agreement, you shall not: (i) install a copy of the licensed software on more than one server; (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, redundancy 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) use the licensed software in a computer-based services business or publicly display visual output of the licensed software or use the licensed software for the benefit of any other person or entity; (vii) reverse engineer, decompile, or disassemble the licensed software; or (viii) allow any third parties to access, use, or support the licensed software.

• 6. TECHNICAL SUPPORT:

  As part of subscription license, Zoho provides support that includes email support for problem reporting, product updates, upgrades, and online access to product documentation at no additional cost for the period of subscription. Technical support, including online access to product documentation, product updates, upgrades, service packs, email and phone support, is not included as part of the perpetual license. You may purchase technical support services for perpetual license by paying the then current maintenance and support fee.

• 7. COLLECTION OF USAGE DETAILS:

  Zoho collects details pertaining to your usage of the licensed software such as the license details, configuration of the system in which the licensed software is installed, usage statistics pertaining to inventory, administrator and user functions, and frequency of use of the various features of the licensed software including pages and reports accessed. Zoho agrees to furnish the data collected regarding your usage of the licensed software upon request by you. You understand and acknowledge that collection of usage details is enabled by default and that it needs to be disabled through the licensed software's user interface if you do not wish to allow Zoho to collect the usage details.

• 8. OWNERSHIP AND INTELLECTUAL PROPERTY:

  Zoho owns all right, title and interest in and to the licensed software. Zoho 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.

• 9. AUDIT:

  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.

• 10. CONFIDENTIALITY:

  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.

• 11. WARRANTY DISCLAIMER:

  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.

• 12.LIMITATION OF LIABILITY:

  In no event will Zoho be liable to you or any third party for any special, incidental, indirect, punitive, 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 according to this agreement or otherwise with respect to the Licensed Software shall not exceed the fee paid by you for the Licensed Software during the 12 months prior to the event giving rise to such liability.

• 13. INDEMNIFICATION:

  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.

• 14. TERMINATION:

  This Agreement is effective until terminated by either party. 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.

• 15. GENERAL:

  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.