This Affiliateship Agreement (the "Agreement") governs the use of certain specified trademarks and logos (our "Marks") and the distribution of our ManageEngine OpManager Free Edition, Version 5.x network monitoring software (the "Software"). A 30-day evaluation copy of the Professional Edition is included along with the Free Edition. This license does NOT grant you the right to distribute the full Professional Edition itself. You shall be eligible to use our Marks and distribute our Software in accordance with this Agreement. Use of our Marks and/or distribution of our Software is limited to parties that lawfully can enter into and perform contracts under applicable law. To register as an Affiliate you must register and accept the agreement, and you must keep such information accurate and up-to-date. If you indicate that you are affiliated with a corporation or other business entity, then you represent that you are acting on behalf of that entity and authorized to bind that entity to these legal terms.
We may amend this Agreement at any time by posting the amended terms on our site and by e-mailing notice to the e-mail address which you provide to us. The amended terms will automatically be effective 10 days after they are initially posted on our site. This Agreement may not be otherwise amended except in a writing signed by an officer of ZOHO Corp. This Agreement was last revised on July 5, 2005.
a) Trademark License. We hereby grant to you a nonexclusive, nonassignable, nonsublicenseable, royalty-free license to use, reproduce, distribute and publicly display our designated Marks solely in connection with your distribution of the Software and solely in accordance with our Trademark Usage Policy and incorporated herein by reference. We may terminate the foregoing trademark license if we believe that your use of any of our Marks tarnishes, blurs or dilutes the quality associated with the Marks or the associated goodwill and such problem is not cured within 10 days of notice of breach; alternatively, instead of terminating the license in total, we owners may specify that certain of your uses may not contain the Marks. Title to and ownership of our Marks shall remain with us.
b) Distribution License. We hereby grant you a non-exclusive, non-transferable, non-sublicenseable royalty-free license to reproduce and distribute directly to end users unmodified, complete copies of the Software on a stand alone basis or bundled (but not integrated) with your own products or with third party products which you have the right to distribute. You may not accept payments or other compensation directly in connection with your distribution of the Software, but you may accept payments or compensation associated with other products bundled with the Software.
Any rights not expressly granted herein are reserved by ZOHO Corp. We and our suppliers retain all right, title and interest in and to the Software and our Marks. You may not use the Software except in accordance with the End User License Agreement which accompanies the Software. You may not reverse engineer, disassemble or decompile the Software except to the extent that this restriction is expressly prohibited by applicable law.
No royalties or other payments are required in connection with the licenses granted herein.
THE SOFTWARE AND OUR MARKS ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE AND OUR SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT. In no event shall our liability for in connection with the use of our Marks or the distribution of the Software, regardless of the form of action, exceed $1,000.
You must at all times comply with all applicable U.S. laws and regulations, including without limitation laws and regulations relating to the export and import of the Software, in marketing and distributing the Software. By accepting this agreement you represent and warrant that you: (a) understand that the Software is subject to export controls under the EAR, (b) are not located in a prohibited destination country under the EAR or U.S. sanctions regulations (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria), and Taliban controlled areas of Afghanistan), (c) are not a Denied Party, Specially Designated National, or other person or entity prohibited from receiving exports / reexports by U.S. law; and (d) will not export, reexport, or transfer the Software to any prohibited destination entity or individual without the necessary export license(s) or other written authorization(s) from the U.S. Government.
You must not make or publish any representations, warranties, or guarantees concerning the Software.
You may not issue a press release or similar publicity statement relating to our relationship without our approval.
You agree to defend, indemnify and hold harmless ZOHO Corp. from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys fees) brought by third parties resulting from or relating to: (a) any breach of your obligations, duties, or responsibilities under this Agreement; (b) any actions or omissions on your part in reproducing, marketing or distributing the Software or your own products; (c) any representations, warranties, guarantees, or other written or oral statements made by you or on your behalf relating to the Software other than as authorized by us in writing; or (d) any taxes, duties, fees or similar obligations arising out of your activities under this Agreement.
This Agreement shall continue in effect until terminated. You may terminate this Agreement at any time for any reason upon notice to us. We may terminate this Agreement at any time upon notice to you, provided however that unless you are in material breach of this Agreement we must provide you a reasonable period of time (no longer than 30 days) to distribute any tangible copies of the Software that you produced prior to the date of such notice. Upon termination of this Agreement all licenses granted herein shall terminate and you shall promptly cease all use of our Marks and all distribution of the Software. Sections 6, 7, 11 and 13 shall survive termination.
The Software is a "commercial item." This Agreement is governed and interpreted in accordance with the laws of the State of California without giving effect to its conflict of laws provisions. Both parties submit to jurisdiction in California and further agree that any cause of action arising under this Agreement shall be brought exclusively in a court in San Diego County, California. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. If any provision of this Agreement is invalid, the validity of the remaining provisions of this Agreement shall not be affected. Any notice under this Agreement may be provided in writing or by e-mail; our notice to you shall be effective if sent by email to the e-mail address you provided us. This Agreement is the entire and exclusive agreement, and supersedes all prior agreements (whether written or oral) and other communications, between ZOHO Corp. and you with respect to its subject matter.
400-660-8680
