This Software License Agreement ("Agreement") sets forth license terms of ManageEngine PAM360 Remote Connect, a software that enables you to securely connect to remote resources using Remote Desktop Protocol and Secure Shell Protocols ("Licensed Software"), and constitutes a binding agreement between you or the entity that you represent ("You") and Zoho Corporation ("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.
The Licensed Software is intended to be used in conjunction with ManageEngine PAM360. You understand that you require a valid license of ManageEngine PAM360 in order to use the Licensed Software and that you will not be able to use the Licensed Software if the license to use ManageEngine PAM360 expires or is otherwise terminated.
Zoho hereby grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software, including user documentation and updates to which you are entitled as part of your license to use ManageEngine PAM360.
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.
In addition to all other terms and conditions of this Agreement, you shall not:
You will be entitled to technical support for the Licensed Software as part of your subscription to the ManageEngine PAM360.
Zoho collects details pertaining to your usage of the licensed software such as the license details, configuration of the system in which the licensed software is installed, usage statistics pertaining to inventory, administrator and user functions, and frequency of use of the various features of the licensed software including pages and reports accessed. Zoho agrees to furnish the data collected regarding your usage of the licensed software upon request by you. You understand and acknowledge that collection of usage details is enabled by default and that it needs to be disabled through the licensed software's user interface if you do not wish to allow Zoho to collect the usage details.
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 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.
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. 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.
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.
In no event will Zoho be liable to you or any third party for any special, incidental, indirect, punitive,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 license fee paid by you for the ManageEngine PAM360.
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 co-terminus with your license to use ManageEngine PAM360. 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 End User License Agreement of the ManageEngine PAM360 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.
This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of its conflicts of law provisions. 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.