NOW THEREFORE the parties, intending to be legally bound, agree as follows:
- "Applications" shall mean software applications, or portions thereof, developed by you using the SDK for use with Zoho Assist.
- "Authorized Users" shall mean any of your employees or any independent contractors or any other persons you authorize to use or to whom you otherwise make available the SDK, to use on your behalf to develop Applications.
- "End User Data" shall mean the data collected from the end users of the Application through the SDK.
- "Zoho Assist Mobile Software Development Kit" or "SDK" shall mean all software (including programs, tools, sample code, templates, libraries, and interfaces), updates, APIs, information, data, files, documentation, and other materials, whether tangible or intangible, in whatever form or medium, provided to you at any time, or by way of downloading from any website for any development purposes.
- "Zoho Assist" shall mean and include cloud-based remote support and remote access software offered by Zoho that helps you to support end users from a distance through web-based, on-demand remote support sessions.
Subject to the terms and conditions of this Agreement Zoho hereby grants you a personal, revocable, non-exclusive, royalty free, non-transferable and worldwide license to install and use the SDK solely in the manner described in the documentation contained in the SDK, solely for the purposes of development of Applications designed to function with Zoho Assist.
3. Ownership and Intellectual Property Rights.
You acknowledge that Zoho is the sole owner of SDK and owns all right, title and interest in and to the SDK, including, without limitation, all intellectual property rights ("Zoho Rights"). You are only permitted to use the SDK as expressly authorized by Zoho's Developer Agreement available at https://www.zoho.com/developer/terms.html and this Agreement. For the avoidance of doubt, Zoho Rights do not include the following: (1) third-party components used as part of the SDK; or (2) software developed by you in conjunction with using the SDK. Any and all rights not expressly granted in this Agreement are reserved to Zoho.You may not remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the SDK.You may not use the SDK in any manner that directly or indirectly violates any applicable laws or proprietary rights.
4. Restriction on Use.
- SDK is designed to be used in conjunction with Zoho Assist only.
- You may not redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the SDK to a human-readable form.
- You may not, reproduce (except for archival purposes), distribute or create derivative works based on the SDK without expressly being authorized to do so by Zoho. Further, You may not alter, modify, decrypt or otherwise attempt to derive source code from the SDK or rent, lease, or grant a security interest in, or otherwise transfer rights, to SDK.
- You shall not incorporate, link, distribute or use any third party software or code in conjunction with the SDK in such a way that: (i) creates or purports to create obligations with respect to the SDK, or (ii) grants or purports to grant to any third party any rights to or immunities under Zoho's intellectual property rights or proprietary rights.
- You shall not file any patent or any other applications for intellectual property protection with respect to the SDK without Zoho's Consent.
- You and your Authorized Users will not use the SDK to develop any Applications or make any products, services or content available through your Applications, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts in the jurisdiction in which you or your distribution channels distribute that Application. Your Applications and any products, services or content available through your Applications must not contain or link to any content, or perform any function, that is illegal.
5. Your Obligations.
- You shall be responsible for all activities with respect to the SDK undertaken by you and your Authorized Users.
- You will ensure that you and your Authorized Users will use the SDK only in accordance with this Agreement and the documentation provided by Zoho.
- You shall maintain appropriate administrative, physical and technical safeguards (no less than industry standard) for protection of the security, confidentiality and integrity of End User Data against the destruction, loss, disclosure or alteration of any End User Data accessed by you or in your possession.
- You shall comply with all applicable U.S. export laws and regulations to ensure that neither the SDK or any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
The SDK may contain proprietary information of Zoho and you hereby agree to take all reasonable efforts to maintain the confidentiality of the SDK. 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 SDK, 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 SDK for a purpose that is not allowed under this Agreement.
7. Warranty Disclaimer.
Subject to applicable laws and except as provided herein, the SDK is provided "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 SDK.To the fullest extent permitted by law, all express, implied, and statutory warranties. Zoho shall not responsible for any loss resulting from your use of SDK.You are solely responsible for determining the appropriateness of using the SDK and assumes 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 that results from the download or use of the SDK.
You shall indemnify, defend and hold harmless Zoho, its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all liabilities, damages, costs, fees and losses of any type, including reasonable attorneys’ and professionals’ fees and costs, arising in whole or in part as a result of any and all claims, actions, demands and settlements in connection with your (a) use of SDK provided under this Agreement; (b) failure to comply with any applicable law; (c) failure to comply with the terms of this Agreement; or (e) infringement of intellectual property rights of third party (individually, a "Claim" and collectively, the "Claims"). Zoho shall (a) promptly give you written notice of the Claim; (b) give you sole control of the defence and settlement of the Claim (provided that you shall not settle any Claim unless the settlement unconditionally releases Zoho of all liability); and (c) provide you all reasonable assistance, at your expense.
9. Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL ZOHO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED IN THIS AGREEMENT ZOHO WILL NOT BE LIABLE FOR ANY LOSS RESULTING FROM YOUR USE OR INABILITY TO USE ZOHO ASSIST EVEN IF ZOHO SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO EVENT SHALL ZOHO BE LIABLE TO YOU FOR ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT EXCEED THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO ZOHO IN THE TWELVE (12) MONTHS PRECEDING THE INITIATION OF SUCH CLAIM OR ACTION.
10. Term and Termination.
This Agreement shall remain in effect until terminated. You may terminate this Agreement at any time by providing written notice to Zoho or by ceasing use of and/or access to the SDK. Zoho may terminate this Agreement for any reason or no reason upon ten (10) days prior notice to you. Zoho may also suspend your use of the SDK or terminate this Agreement (i) if you breach this Agreement or if Zoho reasonably suspects, (ii) or if Zoho is required to do so by law .You acknowledge that after termination you will have no further access to the SDK and Zoho will not be liable to you for any costs, expenses, or damages as a result of termination of this Agreement. Those provisions which by their nature should survive, shall survive the expiration or any termination of this Agreement.
This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of its conflicts of law provisions. The parties irrevocably submit to the jurisdiction of Almeda County, California and waive any claim in respect of inconvenience thereof. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. In case of any inconsistencies between this Agreement and the Developer Agreement, the Developer Agreement shall prevail. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of the parties.