1. LICENSE GRANT:
Zoho Corporation Private Limited (“Zoho”) grants you a limited, non-exclusive, non-transferrable, revocable license to use the Licensed Software on an iPhone, iPod Touch, iPad, or other Apple device that you own or control and as permitted by the App Store Terms of Service. The terms of this Agreement will govern any upgrades provided by Zoho that replace and/or supplement the Licensed Software, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.
2. IN APP SUBSCRIPTION PLAN:
Some features/functionalities of the Licensed Software are offered on a subscription basis (“Subscription Plan”). Payments will be processed through the App Store from which the Licensed Software was originally downloaded and the subscriptions are subject to the App Store Terms of Service. From time to time, we may change the price of any Subscription Plan or charge for use of any of the features that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle.
3. THIRD PARTY SOFTWARE:
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, in any manner.
4. INTEGRATION WITH ZOHO SIGN:
Zoho Sign has been integrated with the Licensed Software in order to offer digital signing functionality as part of the Licensed Software. If you intend to use the digital signing functionality, you must, (i) be an active Zoho user; and (ii) have also subscribed to a Subscription Plan. If you have subscribed to a paid subscription plan of Zoho Sign, then the document signing limit as per the applicable subscription plan will adjust accordingly based on the number of documents signed using the Licensed Software. “Zoho Sign” is a hosted digital signature service for digitally signing documents.
5. INTEGRATION WITH THIRD PARTY APPLICATIONS:
Third party applications may be integrated with the Licensed Software (hereinafter “Third Party Application(s)”). Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications (hereinafter "Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using the Third Party Applications as part of the Licensed Software. You expressly acknowledge and agree that, (i) use of Third Party Applications is at your sole risk; and (ii) Zoho shall not be responsible or liable, directly or indirectly, for any damage to or loss of data, caused or alleged to be caused by, or in connection with use of such Third Party Applications as part of the Licensed Software.
6. RESTRICTIONS ON USE:
In addition to all other terms and conditions of this Agreement, you shall not: (i) install one copy of the Licensed Software on more than one mobile device; (ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies; (iii) modify or enhance the Licensed Software; (iv) 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; (v) reverse engineer, decompile or disassemble the Licensed Software; or (vi) allow any third parties to access, use or support the Licensed Software.
7. 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 modify and discontinue the Licensed Software. The Licensed Software is only licensed and not sold to you by Zoho.
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 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, damage to or loss of data 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 license fee received by Zoho 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 removing 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 remove 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.
13. GOVERNING LAW AND JURISDICTION:
If you are a resident of the United States or Canada, this Agreement shall be governed by and interpreted in all respects by the laws of the State of California, without reference to its conflict of laws' principles and you agree to submit to the personal jurisdiction of the courts in the Northern District of California. If you are a resident of any of the member states of the European Union, this Agreement shall be governed by and interpreted in all respects by the laws of the Netherlands without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in Amsterdam. If you are a resident of India, this Agreement shall be governed by and interpreted in all respects by the laws of the Republic of India without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in Chennai, India. If you are a resident of any other country, this Agreement shall be governed by and interpreted in all respects by the laws of the Republic of Singapore without reference to conflict of laws' principles and you agree to submit to the personal jurisdiction of the courts in Singapore.
This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties concerning the Licensed Software. In the event of any inconsistency between the terms of this Agreement and Zoho Terms (wherever applicable), the terms of this Agreement shall prevail. 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 reasonably 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.