CONTRACT 7293 License AgreementZoho Sign Document ID: 269F6E66-RIEWAPKAJEVWPUD24ABQVCOHQSAPN-9DK4F9LJ7Z50M Agreement No. 7293
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SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT, (this "Agreement"), is made and entered into as of
("Effective Date") by and between Zoho Corporation a California corporation having its principal place of business at 4141
Hacienda Drive, Pleasanton, CA 94588 (together hereinafter "Zoho") and City of El Segundo, a municipal corporation and general
law city, having its principal place of business at 350 Main St. I El Segundo, CA 90245. ("Licensee").
1. License Grant:
Perpett8tttl Lic pe Upon payment of the applicable license fees, Zoho grants Licensee a non-exclusive, non- transferable,
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, non- transferable,
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 parry vendors and without
limiting the general applicability of the other provisions of this Agreement, Licensee agrees that (a) the title to any third party
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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.
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;
remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
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;
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.
Subscrif ion Lit cns:e_, 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.
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Emergency Mitigation: Licensed Software includes a functionality that enables it to automatically implement appropriate
vulnerability mitigation measures in the Licensed Software in case of critical security vulnerabilities, which may include but are not
limited to modifying configuration settings or disabling the affected features or functionalities ("Emergency Mitigations"). Licensee
understands that Zoho will not provide any additional notice or obtain Licensee's prior permission before automatically implementing
such Emergency Mitigations.
Licensee understands and acknowledges that the functionality for implementing Emergency Mitigations is enabled by default and
that Licensee has an option to disable it through the Licensed Software's user interface. In the event Licensee disables this
functionality, it is Licensee's responsibility to promptly install the security patches in the Licensed Software as and when Zoho
notifies Licensee about the availability of such security patches.
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
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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.
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. Insurance: Prior to the commencement of any performance under this Agreement, and at all other times this Agreement is effective,
Zoho will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set
forth below:
Type of Insurance Limits (combined single)
Commercial General Liability: $2,000,000
Automobile Liability: $2,000,000 (if auto used in performance of work)
Workers' Compensation: Statutory requirement (where Zoho has a place of business with
employees).
Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of
insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for
the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said
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insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by
City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or
subject to reduction except upon thirty (30) days prior written notice to City.
Automobile coverage will be written on ISO Business Auto Coverage Form CA 0001, including symbol 1 (Any Auto).
Zoho will furnish to Licensee duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under
this Agreement, as required herein. Upon request, Zoho will furnish such other evidence of insurance as may be reasonably required
by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a
Rating of "A:VII or, if such ratings are not available, with a comparable rating from a recognized rating agency."
14. 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 Los Angeles 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.
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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: Tony Thomas
Name: PAUL SILVERSTEIN
Title: Director
Title: ACTING ITSD DIRECTOR
Sign:
it Z
Name: J�7A{�f..N VA QUEZ
Title: ASSISTANT CITY ATTORNEY
Sign', �RcAlter
Name: SUSAN TRUAX
Title: CITY CLERK
Sign: MA
Name: MARY SI AR IN BRENNAN
Title: RISK MANAGER
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Agreement No. 7293
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Exhibit A
Sofivare li9ert!et1 under Sub criptionlPerpetual License
Quote : 70178 Date: 09-Jan-2025
Part Number Description Price
ManageEngine %Divlanage r Plus Professional Edition - Subscription Modci °
95001.OS3 Annual subscription fee for 2 Domain (Unrestricted Objects) with 5 help 3,940.00
desk Technicians
Discount Edu / Gov I Lyon -Profit - 394.00
Sub Total 3,546.00
Grand Total (USD $) 3.546.00
#Local tax as applicable#
Terms and Conditions
Validity
Prices are open for acceptance or valid till 25 days from the date of offer. Please re -confirm the prices after the expiry
date or before sending your Purchase Order.
Payment Terns
Net 30 days
Payment Mode
a) You can purchase through our online store (or) I can send you the customized credit link to make the purchase using
a Credit Card.
b) Please issue Purchase Order (PO) to
Attention: Ryan Richards
Ryan@manageenginecom
Direct Phone: +1(312) 528-3025
c) Zoho Corp accepts payments via valid company Cheque or wire transfer.
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