PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING THIS SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
This Software License Agreement sets forth license terms of "ManageEngine Free XenServer Health Monitor Tool" ("Licensed Software") and constitutes a binding agreement between you or the entity that you represent ("You") and the entity identified in Section 1 of this Agreement("ZOHO").
Please read the following license carefully, before either (i) downloading the Licensed Software from an authorized website, or (ii) installing the Licensed Software. 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, do not download or install the Licensed Software.
1. Contracting Entity
If you are a resident of the United States or Canada, then this agreement is between you and Zoho Corporation with its principal offices at 4141 Hacienda Drive, Pleasanton, CA. 94588. If you are a resident of any country other than United States or Canada, this agreement is between you and Zoho Corporation Private Limited with its principal offices at Estancia IT Park Pvt Ltd, Plot No. 140 & 151, GST Road, Vallancherry Village, Chengalpattu Taluk, Kanchipuram District 603 202. INDIA.
2. FREE LICENSE:
ZOHO grants you a non-exclusive, non-transferable, worldwide license to use the Licensed Software for no cost in perpetuity. 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.
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:
You may submit technical support queries through our discussion forums. Though ZOHO will respond to such queries within a reasonable time in most cases, you are not entitled to claim technical support as a matter of right.
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 Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The 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 named developer license fee paid by you for the Licensed Software.
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 know 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 will 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 will 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.