These Jumpstart terms (“Agreement”) govern your use of the Jumpstart services provided by Zoho and constitute a legally binding agreement between Zoho and you or the entity you represent (“Customer”).
Zoho offers “Jumpstart” services to assist customers with onboarding and implementation of Zoho services through predefined service packages (“Packages”).
By availing the Jumpstart services, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, you must not proceed to avail the Jumpstart services.
1. Jumpstart Services
1.1Subject to the terms of this Agreement, Zoho will provide, onboarding, implementation, configuration assistance, or related services under the Jumpstart program for the Licensed Product based on the Package selected by (the “Services”). Zoho reserves the right to modify the contents of any Package from time to time. "Licensed Product" means the software product licensed to you by Zoho pursuant to Zoho’s Terms of Service or Master Subscription Agreement, as the case maybe, and mentioned in the appropriate Package. For more information on the available Packages, please refer to this page. The scope of Services to be provided will be determined based on the Package selected by you. Zoho’s ability to provide the Services depends upon the accuracy and completeness of the information provided by you.
1.2The Services will be provided to you remotely, unless you and Zoho agree otherwise in writing in the Statement of Work.
1.3Zoho may, at its discretion, perform the Services itself or outsource part or all of the Services to third-party service providers or partners engaged by Zoho.
2. Request for Additional Services
The scope of Service(s) is limited to the Services described in the selected Package. If you request services outside the scope of the selected Package, such requests will be handled through a written request. Upon receipt of additional requirements, Zoho may evaluate the request and inform you of any additional fees, revised timelines, or other conditions applicable for such additional services. The parties will execute a written statement of work setting out the scope, timelines, and applicable fees for such additional services (“SOW”). No change to the scope of Services shall be effective unless agreed to in writing by Zoho under and SOW. Any additional services approved by Zoho and documented in an executed SOW shall be deemed to form part of the Services.
3. Services outside the Jumpstart Program
3.1If you choose to engage directly with a partner or third-party service provider for services that are outside the scope of the selected Package or SOW, such services shall be governed solely by your agreement with that partner or service provider.
3.2Zoho shall have no responsibility or liability for any services provided directly by a partner or third party outside the Jumpstart program.
3.3You are responsible for ensuring that appropriate contractual arrangements are in place with such partner or third party.
4. Conditions for Services
4.1Zoho’s provision of the Services is subject to you maintaining an active paid subscription to the Licensed Product in accordance with Zoho’s Terms of Service or Master Subscription Agreement.
4.2While Zoho may provide onboarding, implementation, configuration assistance as a part of the Services, you remain responsible for the overall direction, control, and use of the Licensed Product. You shall provide Zoho with timely access, accurate requirements, information, and reasonable cooperation as may be required for Zoho to perform the Services.
4.3Zoho shall not be responsible for any delay, deficiency, or failure in the performance of the Services to the extent caused by your failure to provide such access, requirements, information, or cooperation in a timely manner.
5. Ownership of Deliverables
5.1All deliverables, materials, configurations, documentation, customizations, scripts, or other outputs developed or provided by Zoho or its subcontractors in connection with the Services (“Deliverables”) shall be owned exclusively by Zoho.
5.2You may provide Zoho or its subcontractors with comments concerning the Services or Licensed Product (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.
5.3To the extent any Deliverables incorporate pre-existing intellectual property of Zoho or its service providers, all rights, title, and interest in such intellectual property shall remain vested in Zoho or its licensors.
5.4Subject to your compliance with this Agreement and payment of applicable fees, Zoho grants you a non-exclusive, non-transferable right to use the Deliverables solely for your internal business purposes in connection with the Licensed Product.
6. Fees and Payment
6.1You agree to pay to Zoho the fees applicable for the selected Package specified in this page and/or the amount specified in the applicable SOW ("Fees"). All Fees payable are exclusive of the applicable taxes. Local taxes (VAT, GST, etc.) will be charged in addition to the prices mentioned. Payment obligations are non-cancellable and all Fees paid are non-refundable. Fees are subject to payment prior to the provision of the Services. Payment shall be made using the payment modes supported by Zoho.
6.2 From time to time, we may change the price of the Packages without notice to you. Any increase in charges will not apply to the existing Packages you have already purchased.
7. Term
7.1Zoho shall provide the Services within the period specified in the applicable Package or SOW.
7.2Zoho’s ability to deliver the Services within the applicable timelines depends on your timely provision of accurate requirements, information, access, and reasonable cooperation. Any agreed timelines for delivery of the Services shall be subject to your timely fulfillment of the foregoing obligations.
8. Termination
8.1You may terminate the Services at any time without cause by giving seven (7) days’ written notice to Zoho. Upon termination, Zoho will cease providing all Services.
8.2Zoho may terminate the provision of Services if:
8.2.1you fail to pay any applicable Fees within the due date specified in the relevant invoice;
8.2.2you fail to maintain an active paid subscription to the Licensed Product;
8.2.3you breach any of the terms of this Agreement; or
8.2.4you fail to provide the information, access, or cooperation reasonably required by Zoho to perform the Services in a timely manner.
8.3Termination of the Services shall be without prejudice to the rights and obligations of the parties accrued up to and including the date of termination.
8.4Termination of the Services will not affect the terms applicable to the use of the Licensed Product.
9. Warranties
9.1Zoho warrants that it will use commercially reasonable skill and care in the course of providing the Services which will be in accordance with generally acceptable industry practices.
9.2EXCEPT AS SET FORTH IN SECTION 9.1, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN RESPECT OF THE PROVISION OF THE SERVICES ARE EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW.
10. 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: (i) any material provided by you to Zoho or the access and use by Zoho of any of your material(s) in connection with Zoho’s performance of Services hereunder infringes third party intellectual property; or (ii) you have used the Service in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Service, except where such use is authorized by Zoho.
11. Limitation of liability
YOU AGREE THAT ZOHO SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ZOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ZOHO’S ENTIRE LIABILITY TO YOU IN RESPECT OF THE SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS THE SERVICES.
12. Modification of Terms
We may modify this Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. You may terminate the Services by providing Zoho notice by email within 30 days of being notified of the availability of the modified Agreement if the Agreement are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued engagement with Zoho under this Agreement after the effective date of any change to the Agreement will be deemed to be your acceptance to the modified Agreement.
13. Trademarks
Zoho and Zoho logos are trademarks of Zoho. You agree not to display or use, in any manner, the Zoho trademarks, without Zoho’s prior written permission.
14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India (excluding the rules governing conflict of laws). Any dispute arising out of or in connection with these Agreement shall be submitted to the exclusive jurisdiction of courts in Chennai, India.