LICENSE GRANT
The Licensed Software is intended to be used in conjunction with Zoho POS. You understand that you must be an active user of Zoho POS in order to use the Licensed Software, and that your usage of the Licensed Software is subject to the usage limits associated with your subscription plan in Zoho POS. You will not be able to use the Licensed Software if you cease to use Zoho POS, or your license to use Zoho POS expires or is otherwise terminated. Zoho hereby grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software, including product documentation and updates to which you are entitled as part of your license to use Zoho POS.
THIRD PARTY PRODUCTS
The Licensed Software may contain software which originated with third party vendors. 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 it; 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.
SYSTEM, COMPATIBILITY, AND NETWORK REQUIREMENTS
You shall, before installing or using the Licensed Software, review and comply with all system, compatibility, and network related requirements set out in Zoho's then-current product documentation and shall ensure that such requirements are continuously met. Zoho shall not be liable for any issues, losses or damages that may arise in connection with your failure to follow the technical documentation while installing, configuring, or using the Licensed Software. Zoho's indemnity, support, and other obligations in this Agreement apply only when the Licensed Software is installed in environments that meet the requirements specified in the technical documentation.
RESTRICTIONS ON USE
In addition to all other terms and conditions of this Agreement, you shall not:
i. use the Licensed Software in any manner other than in conjunction with Zoho POS;
ii. remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
iii. rent, lease, license, sub-license or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
iv. modify or enhance the Licensed Software;
v. reverse engineer, decompile or disassemble 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; or
vii. allow any third parties to access, use, or support the Licensed Software.
TECHNICAL SUPPORT
You will be entitled to technical support for the Licensed Software as part of your subscription to Zoho POS.
UPDATES AND SECURITY PATCHES
Zoho provides updates and security patches to the Licensed Software. You shall be responsible 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 Licensed 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.
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, including the right to discontinue or not to release any future updates to the 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.
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.
CONFIDENTIALITY
The Licensed Software contains proprietary information of Zoho. 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, to use reasonable efforts and 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.
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.
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 be subject to, and shall not exceed, the liability cap applicable to the Hosted Service as provided in the terms governing the Hosted Service ("Hosted Service Terms").
INDEMNIFICATION
Zoho agrees to indemnify and defend you from and against any and all claims, actions or proceedings, alleging that the Licensed Software infringes or violates any valid 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.
TERMINATION
This Agreement is co-terminus with your subscription to Zoho POS. 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 in the event of breach of this Agreement or the Hosted Service Terms by you and your failure to cure such breach upon thirty days’ notice. 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, warranty disclaimer, and limitation of liability shall survive the termination of this Agreement.
GENERAL
This Agreement shall be construed, interpreted and governed by the laws of India exclusive of its conflicts of law provisions, and the courts of Chennai, Tamil Nadu shall have exclusive jurisdiction to hear and resolve any disputes. 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 to be invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of the parties.