THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND ZOHO CORPORATION (“Zoho”/“Company”) GOVERNING YOUR USE OF THE JUMPSTART SERVICES PROVIDED BY ZOHO.
1.1"Services" means the services to be provided by Zoho as described in Section 2.
1.2"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 Statement of Work.
1.3"Statement of Work" means the agreement entered into between you and Zoho pursuant to these Terms for the purpose of obtaining the Services.
2. Jumpstart Services
2.1Subject to payment of all applicable fees and subject to Section 2.2 below, Zoho will provide you with the Services in relation to the Licensed Product. The scope of Services to be provided under these Terms will be specified in the applicable Statements of Work. Zoho’s ability to deliver the Services as described in the Statement of Work depends upon the accuracy and completeness of the information provided by you.
2.2Zoho will provide you with advice, assistance, and other services agreed under a Statement of Work in relation to the Licensed Product. The Services will be provided to you remotely, unless you and Zoho agree otherwise in writing in the Statement of Work.
2.3Upon mutual discussions between the parties, the scope and/or estimated period of the Services agreed under a Statement of Work may be updated or varied in the manner specified in Section 3.
3. Changes in Scope of Work
Either Party may request a change in the scope of Services but no such change shall be effective and binding unless such changes are documented in a change control document and signed by both parties. If you desire to propose a change in a Statement of Work, you shall deliver to Zoho a change request in writing, describing the changes proposed. Zoho shall not reject the change request delivered by you without providing a bona fide reason for such rejection in writing to you. Promptly following Zoho’s receipt of your change request, Zoho shall submit a written change order proposal to you. If Zoho desires to propose any change, Zoho shall submit to you a written description of the change in the form of a proposed change order for your review and approval. Any change order document prepared by the parties shall include, among other items, an estimate of additional charges to you, if applicable, for the modified Services, any additional software or other material required to implement the change and any expected impact on the project schedule or service levels under the Statement of Work. On your written approval of the change order document submitted by Zoho, the parties shall sign the change order whereupon the Statement of Work shall be deemed to have been amended by the change order. No change to any Statement of Work shall be binding on the parties unless the change order has been signed by authorized representatives of each party.
4.1Zoho shall provide the Services within the period specified in the applicable Statement of Work.
4.2In the event that no period is specified in the Statement of Work, Zoho shall provide you with Services until the completion of the said Services.
5. Conditions of Services
5.1While Zoho may provide assistance in respect of your setup and configuration of the Licensed Product, you will remain responsible for the direction, control and completion of such setup and configuration. Zoho is not responsible for carrying out or completing the setup, configuration, testing or deployment of the Licensed Product, and Zoho will not be liable for any delay or deficiency in such setup, configuration, testing or deployment.
5.2You may receive Services from Zoho only if the Licensed Product is properly licensed (whether under a term license, monthly plan or otherwise) under Zoho’s Terms of Service or Master Subscription Agreement.
6. Assistance from Customer
You must provide the necessary access, information, co-operation and assistance that Zoho may reasonably require to fulfil its obligations under these Terms.
7. Fees and Payment
7.1Based on your requirement, Zoho will provide you with estimates of the amount of time involved and the corresponding fees to be paid for the Services. You understand and agree that any such estimate made by Zoho shall be in good faith and that such estimates are non-binding. You agree to pay Zoho the fees specified in the Statement of Work regardless of any estimates given. All fees payable are exclusive of the applicable taxes. The fees are based on the Services purchased and not on actual usage. 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.
7.2From time to time, we may change the price of the Services without notice to you. Any increase in charges will not apply to the existing Services you have already purchased.
You will not reproduce in whole or in part any marketing or promotional material, videos, webinars, case studies, testimonials or user manuals created by Zoho as your own.
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. You understand and agree that Zoho may at its sole discretion choose to provide a refund of the Fees upon such termination of the Services.
8.2Zoho reserves the right to terminate the Services in the event that you do not provide the information required by Zoho to provide the Services in a timely manner. You acknowledge that you will not be entitled to any refund for such termination.
8.3Suspension and Termination of Services by Zoho. If you fail to pay the fees within the due date specified in the applicable invoice, Zoho may immediately suspend the provision of the Services. If the payment remains unpaid for a period of fifteen (15) days from the due date specified in the applicable invoice, Zoho may, in its discretion, terminate the provision of the Services.
8.4Termination of the Services shall be without prejudice to the rights and obligations of the parties accrued up to and including the date of termination.
8.5Termination of the Services will not affect the terms applicable to the use of the Licensed Product. However, if your use of the Licensed Product is terminated for any reason, then the Services will automatically terminate and you will not be entitled to refund of any unused portion of the fees.
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 8.1, 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.
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 Terms, 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 the Terms upon notice to you at any time by sending email to your primary email address. You may terminate your use of the Services by providing Zoho notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Services after the effective date of any change to the Terms will be deemed to be your acceptance to the modified Terms.
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
These Terms shall be governed by and construed in accordance with the laws of California (excluding the rules governing conflict of laws). Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of courts in Northern California.