THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND THE APPLICABLE ZOHO CONTRACTING ENTITY LISTED HERE (HEREINAFTER “ZOHO”) GOVERNING YOUR USE OF MANAGEENGINE SUITE OF ON-DEMAND SOFTWARE (HEREINAFTER “Service(s)”. PLEASE READ THE FOLLOWING TERMS OF SERVICE (the “Agreement”) CAREFULLY BEFORE USING THE SERVICE.
You must be of legal age to enter into a binding agreement in order to accept the Agreement. Your use of the Services will signify your agreement to be bound by the Agreement. If you do not agree to the terms and conditions of this Agreement, do not proceed. You can accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually using the Services.
The Service uses a probe-server model to remotely monitor and manage networking devices, servers and other IT assets. You may use the Services for monitoring the IT assets of your organization or your customers. Each probe, installed in the Local Area Network of your organization or that of your customers, enables discovery and monitoring. Data from multiple probes is collected and aggregated on the hosted central server for reporting. Probes use a secure HTTPS connection to communicate with the central server. You may connect to the Services using any Internet browser. You are responsible for obtaining access to the Internet and the equipments necessary to use the Services.
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Zoho has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Zoho may terminate your user account and refuse current or future use of any or all of the Services.
We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. The Beta Services may contain bugs, errors and other problems and you agree and acknowledge that Zoho makes no representation or warranty of any kind with respect to the Beta Services. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Zoho will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
If you register for a free trial of one or more Services, Zoho will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by Zoho in its sole discretion. Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
We may modify this Agreement upon notice to you at any time. You will be provided notice of any such modification by electronic mail or by publishing the changes on the website https://ondemand.manageengine.com/terms.html. You may terminate your use of the Services if the Agreement is modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Services after notice of any change to the terms of the Agreement will be deemed to be your agreement to the amended terms.
Personal information you provide to Zoho through the Services is governed by Privacy Policy for ManageEngine On-Demand. Your election to use the Services indicates your acceptance of the terms of the Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to abuse@zohocorp.com or by calling us on any of the numbers listed on https://www.manageengine.com/contact.html. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
The Service may include certain communications from Zoho, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
If you use the Services for providing services to your customers, you are entirely responsible for all interactions with them. Zoho will not interact with your customers directly. You are solely responsible for providing the services requested by your customers and for providing all necessary technical assistance to them. You agree to enter into a suitable agreement with your customers clearly specifying the scope of services offered by you and to communicate to them that Zoho will not be responsible to them for any service offered by you using the Services. You also agree to indemnify and hold Zoho harmless against any claim by your customers relating to any service offered by you using the Services.
Paid Subscriptions are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. If you would like the payment for the renewal to be made through a different Credit Card or if you do not wish to renew the subscription, you agree to inform us at least seven days prior to the renewal date. If you do not inform us, you will be presumed to have authorized Zoho to charge the subscription fee to the Credit Card last used by you.
You will not have the option of requesting refund of any payment made by you. Zoho reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. You will not be charged for using any Service unless you have opted for a paid subscription plan. Information on the subscription options and charges for paid Services will be made available in the applicable pricing page of the Services.
In the event any tax such as GST, VAT, sales tax or the like is chargeable by Zoho in accordance with any local, state, provincial or foreign laws with respect to your subscription to our Services ("Taxes"), Zoho will invoice you for such Taxes. You agree to pay Zoho such Taxes in addition to the subscription fees. Zoho shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.
Zoho may also prescribe usage limits based on the subscription plan chosen by you. You must make sure that your usage is within the prescribed usage limit in order to avail uninterrupted service. You understand that Zoho may restrict an activity if you reach the usage limit corresponding to such activity.
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make the Services available to any third party (access of the Services by Customers to whom you provide services based on the Services will not be considered “third parties”) (ii) use the links to third party sites without agreeing to their website terms & conditions; (iii) post links to third party sites or use their logo, company name, etc. without their prior written permission; or (v) use the Services for spamming and other illegal purposes; (vi) allow user licenses to be shared or used by more than one individual, other than by way of reassigning the user license to a new user; (vii) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Services; (viii) attempt to gain unauthorized access to the Services or its related systems or network; (ix) use the Services to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (x) use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services, its components and the data contained therein; (xi) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity; (xii) use the Services for transmitting information that is false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; (xiii) violate any applicable local, state, national or international law; (xiv) use the Services for any form of competitive or benchmarking purposes; and (xv) remove or obscure any proprietary or other notices contained in the Services
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters” or for the purpose of unsolicited mass distribution of email or phishing. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Our Services integrate with many third party applications (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 any Third Party Application. You acknowledge and agree that Zoho is not liable for any Third Party Applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Zoho may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Zoho Services, any Third Party Application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and backup of your data by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of your user account data. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Zoho the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Zoho’s commercial, marketing or any similar purpose. But you grant Zoho permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
The location of the cloud facility from which you are served depends on the mapping of your region/country to the available cloud facilities at the time of your sign-up. We may migrate your account or require you to migrate your account to a different cloud facility in the event of any updates to the region/country to cloud facility mapping at any point of time. You must not mask your internet protocol (IP) address at the time of sign-up since your region/country is determined base on your IP address. If, at any time, your actual region/country is found to be different from the region/country in our records, Zoho may take appropriate action such as migrate your account or require you to migrate your account to the cloud facility corresponding to your region/country, or close your account and deny the Service to you. If you are served from a cloud facility outside your region/country and a Zoho group entity has an office in your region/country, apart from storing the data in the cloud facility assigned to you, we may store a local copy of the data in your region/country.
Zoho, Zoho logo, ManageEngine, ManageEngine Logo, the names of individual Services and their logos are trademarks of Zoho Corporation Private Limited. You agree not to display or use, in any manner, the Zoho trademarks, without Zoho’s prior permission.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. ZOHO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZOHO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR TIMELY. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH USE OF THE SERVICES SHALL BE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM ZOHO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
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 SERVICE, 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 ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND DOLLARS ($1000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.
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 you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Services, except where such use is authorized by Zoho.
Zoho agrees to indemnify and defend you, your 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 the Services infringe or violate 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 our expense; and, (iii) allow Zoho to control the defense and all related settlement negotiations.
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to legal@zohocorp.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Similarly, you have the right to terminate your user account if Zoho breaches its obligations under these Terms and in such event, you will be refunded the subscription fee for the unused portion of the subscription period. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account.
The governing law and jurisdiction that will apply in case of any dispute or lawsuit arising out of or in connection with this Agreement, will depend on your billing address if you are a paid customer and your state or country of domicile in all other cases. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts mentioned herein in case of any dispute or lawsuit arising out of or in connection with this Agreement.
If you have any questions or concerns regarding this agreement, please contact us at legal@zohocorp.com.