ZOHO DEVELOPER AGREEMENT

Introduction

This Zoho Developer Agreement (“Agreement”) is a legally binding contract between you and Zoho Corporation (“Zoho”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and you represent that you have the authority to bind such Entity to this Agreement, in which case the terms “You” or “Your” shall refer to such Entity. If you do not agree to be bound by the terms of this Agreement, do not proceed with the electronic sign up process.

Registration and Acceptance into the Developer Platform

To access the Developer Platform, you must follow the registration process established by Zoho. You will be provided access to the Developer Platform subject to review of the information provided by you and will be at Zoho’s sole and absolute discretion.

Developer Tools

You will have access to APIs, developer console, access tokens, developer webpages and documentation ("Developer Tools"). Using the Developer Tools, you can build applications, extensions and integrations (“Applications”).

Subject to the terms and conditions set forth herein, Zoho grants to you a revocable, non - transferable, non - exclusive and non - sublicenseable limited license to use the Developer Tools to create the Applications. If there are license terms accompanying specific Developer Tools, such license terms shall apply and to the extent there is any conflict with the terms herein, such accompanying license terms shall control.

Distribution of Developer Applications

The Applications that you develop can be shared either privately or through the Zoho Marketplace available at https://marketplace.zoho.com/home. You have the right to distribute your Applications for free or charge a fee for it. If you choose to distribute your Applications for a fee, you may do so by creating a pricing plan of your choice. You understand and agree that all payments for purchases of your Applications will be processed through Zoho.

Zoho Marketplace

You may submit your Applications for listing on the Zoho Marketplace. Some of the applications listed in the Zoho Marketplace are developed by Zoho. Your Applications will be listed in the Zoho Marketplace only after review and approval by Zoho. You understand that Zoho reserves the right to change the review standards and processes in its sole discretion. Upon successful completion of the review and approval process, the submitted Applications will be published on the Zoho Marketplace.

  1. You represent and warrant that all intellectual property rights in and to the Applications submitted for listing in Zoho Marketplace are duly licensed or owned by you. You specifically warrant that you have not copied the script or logic for the Application from applications developed by other developers.
  2. You are solely responsible for making the license terms of your Applications known to your customers and for entering into suitable agreements with customers in this regard.
  3. If you publish your Application with any data, you represent that such data is duly licensed or owned by you. You also understand that by licensing an Application along with data, you grant your customer a license to use such data.
  4. You agree not to use irrelevant tags, descriptions and screenshots for Applications submitted by you for listing on Zoho Marketplace.
  5. Zoho may feature your Applications in the list of featured Applications. Listing and removal of your Applications from the list of featured items shall be at the sole discretion of Zoho. Zoho may remove your Applications from the list of featured Applications for reasons including, but not limited to, negative review and poor rating.
  6. Zoho may feature you as top developer in the list of top developers. Listing and removal of your name from the list of top developers shall be at the sole discretion of Zoho. Zoho may remove your name from the list of top developers for reasons including, but not limited to, negative review and poor rating.
  7. You acknowledge that other developers may develop and post similar or otherwise competing applications. You agree not to make any intellectual property right infringement claims against such developers with respect to the similar or competing applications independently developed by them.
  8. You may grant your customers the right to modify your Applications. If you permit your Customers to modify the Applications, you are entirely responsible for entering into a suitable agreement with them. You understand that if you close your account, your customers will be allowed to modify the Applications if you have permitted them to do so.
  9. You agree to provide your customers the necessary technical assistance and take best efforts to resolve issues in your Applications.
  10. You agree not to post any Application that may be used for any illegal purpose. You also agree that Zoho may remove Applications that violate Zoho Terms of Service or this Agreement.
Zoho Independent Development

You understand and acknowledge that Zoho may be independently creating features, applications, content, or other products or services that may be similar to or competitive with your Applications and nothing in this Agreement will be construed as restricting or preventing Zoho from doing so.

Pre-Release Materials

From time to time, you will have access to pre-release products and technology ("Pre-release Materials"). Pre-release Materials are provided “as is,” exclusive of any warranty or support, and may contain bugs or errors. Pre-release Materials are provided for evaluation and testing purposes and are not intended for production use, may never be made generally available, and may be discontinued at any time. No rights in the Pre-release Materials are granted to you hereunder other than as expressly set forth herein.

You agree not to (i) decompile or disassemble the Pre-release Materials, and (ii) rent, lease, license, sublicense or distribute the Pre-Release Materials.

Ownership and Feedback

Zoho owns all rights, title, and interest, including all intellectual property rights in the Developer Platform, Developer Tools, Pre-release Materials, Zoho Services, Zoho Trademarks and all related technology, websites and content (collectively, the “Zoho Materials”). Except for the limited use right expressly granted to you under this Agreement, Zoho does not grant you any right, title, or interest in the Zoho Materials. You retain ownership of any intellectual property rights in your Applications, subject to Zoho’s rights in any underlying Zoho Materials. During the term of this Agreement you grant Zoho a fully paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your intellectual property rights, to use, perform, and display your Application and its content for reviewing the Application and for making your Application available to customers.

You may provide Zoho with comments concerning the Applications, Developer Platform, Pre-release Materials or Zoho Marketplace (collectively, “Feedback”). You hereby grant Zoho all rights, title and ownership of such Feedback (including all intellectual property rights therein), and Zoho may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.

Your Representations and Warranties

You are solely responsible for (i) your use of the Development Platform, and (ii) your Applications. You represent and warrant that: (a) you have full power and authority to enter into this Agreement; (b) your Application will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders; (c) all information you provide to Zoho is and will be true, accurate and complete; and (d) your Application will not transmit any viruses, worms, malware or other harmful code.

Customer Data

You understand that the Applications are hosted and any associated data are stored on Zoho’s servers and will be stored, _____ by Zoho according to Zoho’s Privacy Policy. However, data may be stored on the servers of a third party where an Application incorporates a connector to such third party’s applications. You shall not attempt to copy any customer’s data or divert it to any third party without the explicit consent of the customer.

Trademarks

Your use of any of Zoho’s trademarks, logos or trade names (collectively, "Zoho Marks") must comply with the any guidelines published by Zoho with respect to use of the Zoho Marks. You may not modify or alter the Zoho Marks or use them in a confusing way, including without limitation suggesting any sponsorship or endorsement by Zoho. You may not use the Zoho Marks, or any part thereof, as part of your company name, trademarks or service marks. Zoho may terminate your license to use the Zoho Marks at any time for any or no reason.

Disclaimer of Warranties

THE ZOHO MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. ZOHO AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. ZOHO MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE ZOHO MATERIALS, (B) THAT ZOHO WILL CONTINUE TO OFFER THE DEVELOPER MATERIALS OR (C) THAT USE OF ANY ZOHO MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOHO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT WILL ZOHO’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE ZOHO MATERIALS EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

Indemnification

You agree to indemnify and hold harmless Zoho, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Developer Platform in violation of another party's rights, in violation of any law, in violations of any provisions of this Agreement, or any other claim related to your use of the Developer Platform, except where such use is authorized by Zoho.

Confidentiality

You may be given access to certain non-public information, software, and specifications ("Zoho Confidential Information"), which is confidential and proprietary to Zoho. "Zoho Confidential Information" includes, without limitation: (a) Pre-release Materials; and (b) any other information designated in writing by Zoho as "Confidential" or an equivalent designation.

You may use Zoho Confidential Information only as necessary in exercising your rights granted in this Agreement. You agree not to disclose Zoho Confidential Information without Zoho’s prior written consent. You agree that You will protect Zoho Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

Changes

We may modify the Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to this Agreement that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address.

You may terminate your use of the Developer Platform by providing Zoho notice by email within 30 days of being notified of the availability of the modified Agreement if the Agreement is modified in a manner that substantially affects your rights in connection with use of the Developer Platform. Your continued use of the Developer Platform after the effective date of any change to the Agreement will be deemed to be your acceptance to the modified Agreement.

Term and Termination

This Agreement will 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 Developer Platform. Zoho may terminate this Agreement for any reason or no reason upon ten (10) days’ notice to you. Zoho may also suspend your use of the Developer Platform or terminate this Agreement immediately if you breach this Agreement, if Zoho is required to do so by Law or if Zoho ceases to offer the Developer Platform. You understand that after termination you will have no further access to the Development Platform or any Developer Tools, and you must delete any Zoho Confidential Information in your possession. Zoho will not be liable to you for any costs, expenses, or damages as a result of the termination of this Agreement.

Arbitration

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Zoho may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

General

This Agreement constitutes the entire agreement between you and Zoho with respect to its subject matter and supersedes and merges all prior proposals, understandings and communications. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. You may not assign, transfer or delegate any right or obligations under this Agreement and any non-permitted assignment is void. Zoho may assign this Agreement and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which this Agreement relate. This Agreement does not create or imply any partnership, agency or joint venture.