v2.0 Jan 2022
SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT, (this “Agreement”), is made and entered into as of January 23, 2024 (“Effective Date”) by and between Zoho Corporation a California corporation having its principal place of business at 4141 Hacienda Drive, Pleasanton, CA 94588 including its parent Zoho Corporation Pvt. Ltd. and affiliates (together hereinafter “Zoho”) and the City of Redondo Beach, a chartered municipal corporation having its principal place of business at 415 Diamond Street, Redondo Beach, CA 90277. (“Licensee”).
1. License Grant:
Perpetual License: Upon payment of the applicable license fees, Zoho grants Licensee a non-exclusive, nontransferable, perpetual, world-wide license to Use the software products specified in Exhibit A (“Licensed Software”) including user documentation that Licensee has downloaded from or received on media provided by Zoho, including all updates, where applicable, provided that such access and Use of the Licensed Software is in accordance with the Single Installation License granted by Zoho. Minor Releases and major releases to the Licensed Software will be provided as part of maintenance and support. “Use” means installing, executing or displaying the Licensed Software. “Single Installation License” means that license keys provided to Licensee shall not be used for more than one concurrent Use.
Subscription License: Upon payment of the applicable License Fees, Zoho grants Licensee a non-exclusive, nontransferable, world-wide license to Use the Licensed Software including user documentation that Licensee has downloaded or received on media provided by Zoho, including all updates, where applicable, provided that such access and Use of the Licensed Software is in accordance with the Single Installation License granted by Zoho “Use” means storing, locating, installing, executing or displaying the Licensed Software. “Single Installation License” means that the license keys provided shall not be used for more than one concurrent Use.
Under the Subscription License, the Licensed Software is licensed only for the period of subscription (“Subscription Period”). If Licensee does not renew the Subscription beyond the Subscription Period, Licensee agrees to stop using the software and remove the software from Licensee’s systems.
To continue using the Licensed Software beyond the Subscription Period, Licensee must renew the license at least 10 days before the expiry of the Subscription Period. As part of the Subscription License, all updates, upgrades, email support for problem reporting and online access to product documentation to the Licensed Software will be provided to Licensee at no additional cost during the Subscription Period.
2. 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, Licensee agrees 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) Licensee will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.
v2.0 Jan 2022
3. Restrictions on Use: In addition to all other terms and conditions of this Agreement, Licensee 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 one 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 Licensee’s application;
(v) modify or enhance the Licensed Software;
(vi) decompile or disassemble the Licensed Software.
(vii) allow any third parties to access, use or support the Licensed Software except employees, contractors, consultants or other third parties engaged by Licensee to do any of the foregoing on behalf of or for the benefit of Licensee.
4. Technical Support:
Perpetual License: Upon payment of annual maintenance and support fee, Zoho provides support that includes email support for problem reporting, product updates, and online access to product documentation.
Subscription License: Zoho provides support that includes email support for problem reporting, product upgrades, updates, and online access to product documentation during the Subscription Period.
5. Updates and Security Patches: Zoho provides updates and security patches to the Licensed Software. Licensee shall be responsible to promptly install such updates and security patches for optimal performance of the Licensed Software and to avoid any security exploitations through the Licensed Software. Further, it is the Licensee's responsibility to (a) periodically check and adhere to the security best practices guidelines and configure the Licensed Software as suggested in the security recommendations page for the Licensed Software; and (b) provide correct contact information in order to receive security related alerts and recommendations from Zoho.
In cases where Zoho has announced End of Support for a particular version of the Licensed Software, no updates or security patches will be provided by Zoho after the End of Support date. "End of Support" means that the relevant version of the Licensed Software will no longer be supported by Zoho after the date specified.
Emergency Mitigation Mechanism: In order to mitigate critical security vulnerabilities in the Licensed Software, the Licensed Software may periodically check for and download available Emergency Mitigations and automatically apply them for the Licensee.
Licensee understands that Zoho will not provide any additional notice or obtain Licensee's prior permission before automatically applying such Emergency Mitigations. "Emergency Mitigations" are temporary interim fixes that modify configuration settings or disable the affected features or functionalities to mitigate security vulnerabilities until the corresponding security patches are installed.
v2.0 Jan 2022
6. Ownership and Intellectual Property: Zoho either owns all right, title and interest in and to the Licensed Software or is authorized to distribute the Licensed Software under the terms of this Agreement. Zoho expressly reserves all rights not granted to Licensee herein, notwithstanding the right to discontinue or not to release any Licensed 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 Licensee by Zoho
7. Audit: Zoho has the right to audit Licensee’s Use of the Licensed Software by providing at least seven (7) days prior written notice of its intention to conduct such an audit at Licensee’s facilities during normal business hours.
8. Confidentiality: The Licensed Software contains proprietary information of Zoho and Licensee hereby agrees to take all reasonable efforts to maintain the confidentiality of the Licensed Software. Licensee agrees to reasonably communicate the terms and conditions of this Agreement to those persons employed by Licensee 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. Subject to applicable laws and 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 Licensee may obtain by using the Licensed Software. Licensee is solely responsible for determining the appropriateness of using the Licensed Software and assumes 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 either party be liable to the other or to 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 under this Agreement even if such party has been advised of the possibility of such damages. To the extent permitted by applicable laws, Zoho's entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amounts paid by the Licensee to Zoho in previous 12 months preceding the initiation of such claim.
11. Indemnification: Zoho agrees to indemnify and defend Licensee 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 Licensee provides; (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 Licensee and shall be Licensee’s sole and exclusive remedy pursuant to this Agreement for intellectual property infringement. v2.0 Jan 2022
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) Licensee’s failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Zoho.
12. Termination: This Agreement is effective until terminated by either party. Licensee may terminate this Agreement at any time by destroying or returning to Zoho all copies of the Licensed Software in Licensee’s possession. Zoho may terminate this Agreement in the event that Licensee is in breach of any of the terms of this Agreement and does not cure such breach after thirty (30) days advance written notice. Upon termination, Licensee 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, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
13. General: This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of its conflicts of law provisions. The parties irrevocably submit to the jurisdiction of Alameda County, California and waive any claim in respect of inconvenience thereof. 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 reasonably effect the intention of the parties.
Licensee shall not export the Licensed Software or Licensee’s application containing the Licensed Software except in compliance with United States export regulations and applicable laws and regulations.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date.
ZOHO CORPORATION LICENSEE
Division: ManageEngine
Sign: _________________________________ Sign: ______________________________ Name: _______________________________ Name: William C. Brand Title: ________________________________ Title: Mayor
ATTEST:
___________________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
____________________________________
Michael W. Webb, City Attorney
v2.0 Jan 2022
Exhibit A
Software licensed under Subscription/Perpetual License
Part Number Description
(All the below licenses are co-termed till June 30, 2025) Price 87036.6S
ManageEngine ADManager Plus Professional Edition -
Subscription Model - Annual subscription fee for 1 Domain (Unrestricted Objects) with 5 help desk Technician
5,296.00
67215.5S
ManageEngine ADSelfService Plus Professional Edition -
Subscription Model - Annual Subscription fee for 500 Domain Users
1,892.00
67005.6SPMFA3
ManageEngine ADSelfService Plus Professional Edition -
Subscription Model - Endpoint MFA Add-on - Annual Subscription Fee For 500 Domain Users
625.00
85710.0M4
ManageEngine Endpoint Central Enterprise(Distributed) Edition - AMS Model - Annual Maintenance and Support Fee For 500
Computers and Single User License
5,024.00
85510.0MU3
ManageEngine Endpoint Central Enterprise(Distributed) Edition - AMS Model - Annual Maintenance and Support fee for Additional 7 User
1,184.00
85009.0MAW2
ManageEngine Endpoint Central Enterprise(Distributed) Edition - AMS Model - Annual Maintenance and Support fee for 400
Workstations
1,374.00
46149.31S
ManageEngine Service Desk Plus Professional Edition -
Subscription Model - Annual Subscription fee for 10 Technicians (700 nodes)
3,221.00
Grand Total $ 18,616.00
REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.