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SOFTWARE LICENSE AGREEMENT
Copyright (c) 2009 ZOHO Corporation. All rights reserved.
This License Agreement details the policy for license of SwisSQL API 5.0 ("Licensed Software") on the following topics:
Please read the following license carefully, before either (i) completing the electronic order or download of the Licensed Software from an authorised website, or (ii) installing the Licensed Software from media that was delivered after being ordered by alternative order process, as applicable. You acknowledge that you have read this License Agreement, have understood it, and agree to be bound by its terms without any changes. If you do not agree to the terms and conditions of this Agreement, either (i) exit the web site page without continuing the ordering process, or (ii) return the provided unused media and documentation within forty-five (45) days from the date of shipment of the Licensed Software for a full refund of your payment, as applicable.
1. EVALUATION LICENSE:
ZOHO Corporation grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software, in binary object code form, for a period of thirty (30) days from the date of download or installation. This License begins upon downloading or installing the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period"). You may not disclose the results of software performance benchmarks conducted by you to any third party without Zoho Corporation's prior written consent.
If you do not wish to continue using the Licensed Software after the Evaluation Period, you agree to remove the software from your computer with immediate effect. 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 Corporation retains all rights not specifically granted to you herein.
2. COMMERCIAL LICENSE:
If you wish to continue using the Licensed Software and choose to obtain a paid license, ZOHO Corporation grants you a non-exclusive, non-transferable, perpetual, world-wide license to Use the Licensed Software including user documentation that you have downloaded from or received on media provided by Zoho Corporation, including all updates, where applicable, for the purpose of developing the software application described by you as part of the license request process and approved by Zoho Corporation, provided you have obtained license for each named developer using the Licensed Software. You understand that commercial license is available only upon providing substantially detailed and accurate description of the software application(s) to be developed by you and approved by Zoho Corporation
3. DISTRIBUTION OF LICENSED SOFTWARE:
You may distribute Licensed Software as part of your application only upon payment of royalty for such distribution. Please contact ZOHO Corporation for determining the applicable royalty.
4. 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.
5. 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 server or machine; (ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies; (iii) make any copies except for back-up or archival copy, for temporary emergency purpose; (iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application, except as permitted in Section 3 above; (v) modify or enhance the Licensed Software; (vi) reverse engineer, decompile or disassemble the Licensed Software; (vii) allow any third parties to access, use or support the Licensed Software.
6. TECHNICAL SUPPORT:
ZOHO Corporation provides support that includes email support for problem reporting, product updates and online access to product documentation during the period for which you have subscribed for maintenance and support services.
7. OWNERSHIP AND INTELLECTUAL PROPERTY:
ZOHO Corporation owns all right, title and interest in and to the Licensed Software. Zoho Corporation expressly reserves all rights not granted to you herein, including the right to discontinue or not to release any Licensed Software and to discontinue support, alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. However, these changes will not affect your use of the Licensed Software during the subscription period. The Licensed Software is only licensed and not sold to you by Zoho Corporation
ZOHO Corporation 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 Corporation 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 these 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.
10. WARRANTY DISCLAIMER:
ZOHO CORPORATION 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 ITS USE, 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.
11. LIMITATION OF LIABILITY:
IN NO EVENT WILL ZOHO CORPORATION 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 CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZOHO CORPORATION'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 LICENSE FEE PAID BY YOU.
ZOHO Corporation 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 Corporation of such claim; (ii) cooperate with Zoho Corporation in the defense and/or settlement thereof, at Zoho Corporation's expense; and, (iii) allow Zoho Corporation to control the defense and all related settlement negotiations. The above is Zoho Corporation's sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
ZOHO Corporation 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 Corporation (ii) any modification of the Licensed Software by a party other than Zoho Corporation and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Zoho Corporation
13. NON-ASSIGNMENT/BINDING AGREEMENT:
Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by you, in whole or in part, whether voluntary or by operation of law without the prior written consent of ZOHO Corporation This agreement shall automatically terminate in the event of another entity acquiring your business assets, whether by way of merger, reorganization, acquisition, sale or otherwise. The Licensed Software may be used or distributed only upon entering into a fresh agreement between the acquiring entity and Zoho Corporation
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to ZOHO Corporation all copies of the Licensed Software in your possession. Zoho Corporation 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 Corporation all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, 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. Any dispute arising out of or resulting from the terms of this Agreement or use of the Licensed Software shall be submitted to the jurisdiction of courts in Alameda County, California. 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.