CONTRACT 7447 License AgreementZoho Sign Document ID: DFB143683-H5KGJNTETGBYRQRIVQJVWP5JAR6L09VLZPHJZIXFI5S Agreement No. 7447
Z O H O
SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT, (this "Agreement"), is made and entered into as of
22-Oct-2025 ("Effective Date") by and between Zoho Corporation a California corporation having its principal
place of business at 4141 Hacienda Drive, Pleasanton, CA 94588 ("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:
Perlaetual License: 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.
SubscrilUpon 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.
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Agreement No. 7447
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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.
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 Licerts,e,. Zoho provides support that includes email support for problem reporting, product upgrades,
updates, and online access to product documentation during the Subscription Period.
S. 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.
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Zoho Sign Document ID: DFB143683-H5KGJNTETGBYRQRIVQJVWP5JAR6L09VLZPHJZ1XF15S Agreement No. 7447
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: 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.
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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 shall be Zoho's sole obligation to Licensee and Licensee's sole and exclusive remedy pursuant to this
Agreement with respect to any claims of 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.
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Agreement No. 7447
Zoho Sign Document ID: DFB143683-H5KGJNTETGBYRQRIVQJVWP5JAR6LO9VLZPHJZ1XF15S
Z O H O
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 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. End User License Agreement. The parties acknowledge and agree that use of the Licensed Software is further
subject to the terms and conditions of an End User License Agreement. The EULA is incorporated herein by
reference and is available at https://www.manageengine.comieula. itm . By executing this Agreement, the
Customer agrees to be bound by the terms of the EULA as it may be updated from time to time in accordance with
its terms.
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Zoho Sign Document ID: DFB143683-H5KGJNTETGBYRQRIVQJVWP5JAR6LO9VLZPHJZ1XF15S Agreement No. 7447
Z O H O ,.
15. 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 and any End User License Agreement(s) applicable to the Licensed Software. 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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Zoho Sign Document ID: DFB143683-H5KGJNTETGBYRQRIVQJVWP5JAR6LOgVLZPHJZlXF15S
Agreement No. 7447
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
n
Sign: � n� G cN.�,� Sign;
Name: Tony Thomas Name: PAUL SILVERSTEIN
Title: Director Title: INTERIM ITSD DIRECTOR
Sign:
Name: DAVID KING
Title: ASSISTANT CITY ATTORNEY
Sign: AQ �,,
Name: SUSAN TRUAX
Title: CITY CLERK
Sign: Am
Name: M A R Y �S�',A�R ON S E NAN
Title: RISK MANAGER
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Zcho Sign Document ID: DFB143663-H5KGJNTETGBYRQRIVQJVWP5JAR6LO9VLZPHJZ1XF15S Agreement No. 7447
i
Z O H O
Exhibit A
Software licensed tinder ubscription/Perpetual License
ManageEngine ADAudit Plus Professional Edition
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Quote: 35939
Date : 29-Jul-2025
Part Number
Description
Price
ManageEngine ADAudit Plus Professional Edition -
Subscription Model -
945.00
88005.OSD1
Annual Subscription fee for 2 Domain Controllers
ManageEngine ADAudit Plus Professional Edition -
Subscription Model -
630.00
88005.OSWS2
Annual subscription fee for 11 Windows Servers
ManageEngine ADAudit Plus Professional Edition -
Subscription Model -
245.00
88005.OSW 1
Annual Subscription Fee for 100 Workstations
ManageEngine ADAudit Plus Professional Edition -
Subscription Model -
495.00
88005.OSF1
Annual subscription fee for 2 File Servers
Sub Total 2,315.00
Grand Total (USD $) 2,315.00
#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 Terms
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: Rio Campbell
Rio@manageengine.com
Direct Phone: +1(737) 910-5905
c) Zoho Corp accepts payments via valid company Cheque or wire transfer.
Sincerely,
Rio Campbell
E-mail: Ft'iir.�G rrr�:u� F;:�a::�r�3;PrrE:�.c:czrri
Direct Phone : 11 (7<37) 910 5905
Toll Free : +-1 [888-720-95001