SOFTWARE LICENSE AGREEMENT
The following terms constitute a binding agreement between you and Zoho Corporation Pvt. Ltd. ("Zoho") with respect to your use of Zoho Creator On-Premise ("Licensed Software").
Please read the following license carefully, before either (i) completing the electronic order or download of the Licensed Software from an authorized website, or (ii) installing the Licensed Software from media that was delivered after being ordered by alternative order process, as applicable. You acknowledge that you have read this License Agreement, have understood it, and agree to be bound by its terms. If you do not agree to the terms and conditions of this Agreement, either (i) exit the web site page without continuing the ordering process, or (ii) return the provided unused media and documentation within thirty (30) days from the date of shipment of the Licensed Software for a full refund of your payment, as applicable.
Zoho grants to you a non-exclusive, 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 thereafter ("Evaluation Period").
If you are not willing to use the Enterprise Edition of the Licensed Software, after the Evaluation Period, you agree to remove the Licensed Software from your computer with immediate effect except for any automatically generated back-up copies used for archival 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. Zoho retains all rights not specifically granted to you herein.
2. Enterprise Edition:
(a) Perpetual License: As part of your choosing to license the Perpetual Model, Zoho grants to you a fee-bearing, non-exclusive, non-transferable, perpetual and a world-wide 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 License Software is in accordance with the Single Installation License granted by Zoho. "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 machine.
(b) Subscription License: As part of your choosing to license the Subscription Model, Zoho grants to you a fee-bearing, non-exclusive, non-transferable, world-wide 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 License Software is in accordance with the Single Installation License granted by Zoho. "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 machine.
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 Licensed Software, and remove it from your system.
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.
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, unless the license terms of such third party software provide otherwise.
4. Restrictions on Use:
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 server or machine; (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.
5. 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 perpetual license. You may purchase technical support services for perpetual license by paying the then current maintenance and support fee.
6. 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.
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.
9. 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.
10. Limitation of Liability:
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 amount of the license fee paid by you for the Licensed Software.
11. Collection of Usage Details:
Zoho collects details pertaining to your usage of the Licensed Software such as the frequency of use of the various features of the Licensed Software, the pages accessed, the configuration of the system in which the Licensed Software is installed, the license details and usage statistics including the number of users added, add-ons running, product shutdown and start times, usage details and alerts information. The Usage Details collected does not include any personal information. Zoho agrees to furnish details of the data collected regarding your usage of the Licensed Software upon request. 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 Usage Details.
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 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.
If you are a resident of the United States or Canada, this Agreement shall be governed by and interpreted in all respects by the laws of the State of California, without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. If you are a resident of any other country, this Agreement shall be governed by and interpreted in all respects by the laws of the Republic of India without reference to conflict of laws' principles, as such laws are applied to agreements entered into and to be performed entirely within the Republic of India between residents of the Republic of India. If you are a resident of the United States or Canada, you agree to submit to the personal jurisdiction of the courts in the Northern District of California. If you are a resident of any other country, you agree to submit to the personal jurisdiction of the courts in Chennai, India. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. 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 reasonable effect the intention of the parties. You shall not export the Licensed Software or your application containing the Licensed Software except in compliance with United States export regulations and applicable laws and regulations.
You may rebrand the Licensed Software by removing Zoho logo and copyright notice from the graphical user interface of the Licensed Software ("GUI") and displaying your logo in the GUI. However, you shall not display any copyright notice in the GUI and shall display the "powered by Zoho" Logo provided by Zoho in the right hand corner of the GUI. You shall comply with the Re-branding Guidelines available in the website.