This License Agreement details the policy for license of ManageEngine MSP Center Plus ("Licensed Software") on the following topics:

• Evaluation License
• Commercial License
• Technical Support

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. 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 thirty (30) days from the date of shipment of the Licensed Software for a full refund of your payment, as applicable.

1. Evaluation License:

ZOHO Corp. 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").

If you are not willing to use the Licensed Software, after the Evaluation Period, Licensee agrees to remove the software from Licensee's 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 Corp. retains all rights not specifically granted to you herein.

2. Commercial License:

As part of your choosing to license the Licensed Software, ZOHO Corp. grants you a fee-bearing, non-exclusive, non-transferable, world-wide license to Use the Licensed Software including user documentation that you have downloaded form or received on media provided by ZOHO Corp., 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 Corp. "Use" means storing, locating, installing, executing or displaying the License Software. "Single Installation License" means that one copy of the Licensed Software can be installed only in one CPU. ZOHO Corp. also grants the right to Licensee to create subscription-fee based services based on the Licensed Software, to its end-customers. Licensee shall provide such services only upon payment of license fees to ZOHO Corp.

3. 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.

4. Restrictions on Use:

In addition to all other terms and conditions of this Agreement, you shall not:

1. install one copy of the Licensed Software on more than one CPU;
2. remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
3. make any copies except for one back-up or archival copy, for temporary emergency purpose;
4. rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
5. modify or enhance the Licensed Software;
6. decompile or disassemble the Licensed Software.
7. allow any third parties to access, use or support the Licensed Software.

5. Technical Support:

ZOHO Corp. provides support that includes email support for problem reporting, product updates, and online access to product documentation for a period of one year. ZOHO Corp. specifically excludes upgrades from the support program.

6. Ownership and Intellectual Property:

ZOHO Corp. owns all right, title and interest in and to the Licensed Software. ZOHO Corp. expressly reserves all rights not granted to you 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 you by ZOHO Corp.

7. Audit:

ZOHO Corp. 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.

8. Confidentiality:

The Licensed Software contains proprietary information of ZOHO Corp. 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 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 Corp. 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.

Because some jurisdictions do not allow for the exclusion or limitation of implied warranties, the above exclusions or limitations may not apply to you.

10. Limitation of Liability:

In no event will ZOHO Corp. 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 Corp. has been advised of the possibility of such damages. ZOHO Corp.'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 paid by you for the Licensed Software.

Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, the above exclusions or limitations may not apply to you.

11. Indemnification:

ZOHO Corp. 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 Corp. of such claim; (ii) cooperate with ZOHO Corp. in the defense and/or settlement thereof, at ZOHO Corp.'s expense; and, (iii) allow ZOHO Corp. to control the defense and all related settlement negotiations. The above is ZOHO Corp.'s sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.

ZOHO Corp. 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 Corp.; (ii) any modification of the Licensed Software by a party other than ZOHO Corp.; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by ZOHO Corp.

12. Termination:

This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to ZOHO Corp. all copies of the Licensed Software in your possession. ZOHO Corp. 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 Corp. 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. General:

This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of its conflicts of law provisions. 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. Each party is and shall remain an independent contractor. Nothing in this Agreement shall be deemed to establish a partnership, joint venture or agency relationship between the parties. Neither party may obligate or bind the other party in any manner to a thirdparty.