ZOHO OFFICE INTEGRATOR LICENSE AGREEMENT

ZOHO CORPORATION (hereinafter called "Zoho") MAKES AVAILABLE TO YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter referred to as "You" or "Your") ZOHO REMOTE APPLICATION PROGRAMMING INTERFACE (hereinafter "Office Integrator"), ENABLING INTEGRATION OF ZOHO HOSTED SOFTWARE SERVICES (hereinafter "Zoho Applications") WITH YOUR WEBSITE OR SOFTWARE APPLICATION ACCORDING TO THE FOLLOWING TERMS AND CONDITIONS (HEREINAFTER "the Terms"). USE OF OFFICE INTEGRATOR SIGNIFIES YOUR ACCEPTANCE OF THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, DO NOT PROCEED ANY FURTHER OR USE OFFICE INTEGRATOR IN ANY MANNER.

Grant of License

Zoho grants You a non-exclusive, non-transferable, worldwide license to use Office Integrator to integrate the corresponding Zoho Application(s) with website(s), software service(s) or application(s) under Your exclusive ownership and control (hereinafter "License Application(s)"), to enable access of Zoho Applications by users of Licensee Application(s) (hereinafter "Licensee Application Users"), for the purpose of evaluation and limited free use, provided such use of Office Integrator complies with the Terms. You will be provided a key for activation of Office Integrator (hereinafter "API key"). Office Integrator Key will also enable Zoho to track the volume of Your usage of Office Integrator.

Restrictions

You may not (i) use Office Integrator for integration of Zoho Applications with any website, software or application that is not fully owned and controlled by You, or (ii) permit any third party other than Licensee Application Users to use Office Integrator for any purpose whatsoever or (iii) use or permit the use of Office Integrator for any purpose contrary to laws of the United States or the law applicable to You or to Licensee Application Users. You shall not assign, lease, rent or otherwise transfer the license granted under the Terms.

Intellectual Property

All proprietary rights, including Intellectual Property Rights in Zoho Applications, Office Integrator and all related documentation are the exclusive property of Zoho and its suppliers. Zoho does not acquire any proprietary right, including intellectual property rights, in or to the Licensee Application(s) as a result of Your use of Office Integrator under these Terms. Neither party shall make any representations to the contrary under any circumstances. You shall not efface/hide/modify Zoho???s logo, trademarks, or copyright notices while integrating Zoho Application(s) with Licensee Application(s) using Office Integrator.

Support

Zoho may, at its discretion, provide limited support services to enable You to evaluate Office Integrator. Full-fledged support, including paid engineering assistance, is available only to paid licensees of Office Integrator.

Technical Support

1. On Licensee's request, Zoho will provide paid engineering assistance for integrating the API with Licensee's website or software service.The fee for such assistance and the terms of payment shall be as mutually agreed to.

2. Licensee shall be entirely responsible for providing support services to End Customer(s) and to End User(s). Zoho will not provide any support services to End Customer(s) or End User(s).

3. Upon Licensee's request Zoho will provide training to Licensee's personnel for the purpose of providing support services to End Customer(s)/End User(s). Such training will be provided to the personnel nominated by Licensee and the fee for such training and the terms of payment shall be as mutually agreed upon.

4. Zoho will provide technical support to Licensee for issues that Licensee is not able to address on its own, in spite of best efforts by Licensee's trained personnel. Zoho will provide technical support as specified in Part II of Exhibit D.

5. Licensee understands that Zoho Office Integrator may not support all functionalities of the Zoho Application. Zoho will provide technical support only for functionalities of the Zoho Application that are supported by Zoho Office Integrator.

6. Zoho shall also make available to Licensee all upgrades and updates to Zoho Office Integrator that are released by Zoho during the term of the Agreement.

Usage Volume Monitoring and Restrictions

An instance of a single document being created/opened and closed in any of the Zoho Applications integrated with Licensee Application(s) constitutes one API Call. API Calls will be the measure for determining the volume of usage. Your usage will be monitored on a monthly basis. A "month" shall mean the period starting on the day of a calendar month corresponding to the date of activation of the license key and ending on the previous day of the next calendar month.

Data Security and Privacy

Zoho does not have access to the personal information of users accessing Zoho Services through Office Integrator. Also, Zoho does not store the files created/edited by Licensee Application Users. You are entirely responsible for storage and security of such data. You agree to adopt necessary practices for security and protection of privacy, including privacy of children, as mandated by law or by applicable industry standards.

SERVICE LEVEL AGREEMENT

Part I

Zoho Service Uptime

Definition

"Downtime" means inability to access any Zoho Application due to any errors on Zoho's servers or failure of any communication infrastructure used by Zoho. Downtime is determined by availability of the home page of a specific Zoho Application, as measured by an application monitoring tool.

"Downtime Period" means, the time period amounting to ten or more consecutive minutes of Downtime. Intermittent??Downtime for a period of less than ten minutes will not be counted towards any Downtime Period. Any scheduled Downtime will not count towards Downtime Periods during a calendar month.

"Monthly Uptime" means total number of minutes in a calendar month reduced by the total aggregate minutes??during all Downtime Periods during that month.

"Monthly Uptime Percentage" means the Monthly Uptime expressed as a percentage of the total number of minutes in a calendar month.

"Scheduled Downtime" means those times when Zoho notifies Licensee of a time period of planned Downtime, at least forty-eight hours prior to the commencement of such Downtime.

"Service Credit" means days added to the end of a Licensee's subscription term at no additional cost towards compensation for any failure on the part of Zoho to meet Monthly Uptime commitment.

Monthly Uptime Commitment - Zoho will use all reasonable commercial efforts to ensure that the Zoho Office Integrator and through it the respective Zoho Applications have a Monthly Uptime Percentage exceeding 99.5%. In the event Licensee experiences any of the service availability issues, Licensee will be eligible to receive the Service Credits described below.

Calculation of Service Credit Service Credit towards any periods of downtime during a calendar month is to be determined as follows:

Planning of Scheduled Downtime - Zoho will ensure, to the greatest extent possible, that planned Downtime is scheduled on weekends between 9:00 pm to 6:00 am (Pacific Time in the United States).

Request for Service Credit - In order to receive any Service Credits as described above, Licensee must notify Zoho within seven (7) days from the end of the calendar month during which Licensee experiences service availability issues. Failure to comply with this requirement will result in forfeiture of Licensee' right to receive Service Credit.

Maximum Service Credit - The aggregate maximum days of Service Credits issued by Zoho to Licensee for all Downtime Periods during a single calendar month shall not exceed 30 days. Service Credits may not be exchanged for, or converted to, monetary compensation.

Exclusions - The SLA does not apply to any performance issues: (i) caused by factors outside Zoho's reasonable control; (ii) that resulted from any actions or inactions of Licensee or any third parties; or (iii) that resulted from Licensee's equipment and/or third party equipment (not within the primary control of Zoho). This SLA constitutes Licensee's sole and exclusive remedy for service availability issues.

Part II

Maintenance and Technical Support to Licensee

Zoho agrees to take all commercially reasonable steps to provide technical assistance and resolve issues according to the Maintenance and Support Terms specified below.

Definitions

"Severity Level 1 (S1)" means that the Zoho Application does not function without a fix being provided and the problem has significant effect on the revenues or business operations of Licensee. When reporting S1 issues, Licensee should mention "Severity Level 1" in the subject of the mail. Also, the Severity Level can be redefined [to say S2 or S3] after discussions between Licensee and Zoho.

"Severity Level 2 (S2)" means that Zoho Application can function. However, Zoho Application function providing incorrect results or its performance is inconsistent pursuant to Zoho's user documentation.

"Severity Level 3 (S3)" The functionality of the Zoho Application are not affected by the problem or can be accomplished by using other features of Zoho Application.

"Business Hours" means Monday through Friday between 9:00 am to 6:00 pm (Pacific Time in the United States) and Monday through Friday between 9:00 am to 6:00 pm (Indian Standard Time)excluding any Zoho specified list of public holidays in the USA and India.

"Business Days" means Monday through Friday excluding any Zoho specified list of public holidays in the USA.

"Acknowledgment" means an email response from Zoho to Licensee on the problem reported by Licensee.

"Workaround" means a provision that will enable the Zoho Software to function without the reported problem.

"Restoration" means the return of the Zoho Software to an operating condition with a workaround.

"Resolution" means the provision of a permanent solution (i.e., a fix) to a defect.

"Upgrades" means the major releases of Zoho Applications that will have significant new features and additions to functionalities.

"Updates" are the minor releases of Zoho Applications that will have feature enhancements, but are not classified as Upgrades.

Technical Support.

a. E-mail Support: Zoho shall provide Licensee e-mail access to Product specialists for Zoho Office Integrator usage assistance, problem diagnosis and resolution, clarifications with respect to Zoho Office Integrator documentation, and technical guidance.

A support email alias would be given to Licensee that enables direct access to the support team.

b. Phone Support: Unless both Parties agree on a Premium Support Plan, Phone Support shall be available 9x5 during Business Hours.

Key features of the support program are given in the following table and explained subsequently

S1 SUPPORT TERMS

In the case of a Severity Level 1 problem Licensee is expected to use the telephone to notify the support team that a Severity Level 1 problem has been posted to the support mail alias.

Severity Level can be redefined [to say S2 or S3] after discussions between Licensee and Zoho support team

6 Business Hours

Problem Determination:

18 Business Hours for issues occurring due to some configuration change in Zoho Application or Zoho Office Integrator.

36 Business Hours for issues occurring due to some configuration problem in Licensee's environment

Problem Workaround and System Restoration:

24 Business Hours for issues occurring due to some configuration change in Zoho Application or Zoho Office Integrator.

48 Business Hours for issues occurring due to some configuration problem in Licensee's environment.

Resolution

Once the system is restored using the workaround, the resolution [the permanent fix to the defect] will follow S3 Support terms

S2 SUPPORT TERMS

Acknowledgment of the mail

12 Business Hours

Problem determination:

2 Business Days for issues occurring due to some configuration change in Zoho Application or Zoho Office Integrator.

3 Business Days for issues occurring due to some configuration problem in Licensee's environment.

Problem workaround and System Restoration:

4 Business Days for issues occurring due to some configuration change in Zoho Application or Zoho Office Integrator

8 Business Days for issues occurring due to some configuration problem in Licensee's environment.

Resolution:

Once the system is restored using the workaround, the resolution [the permanent fix to the defect] will follow S3 Support terms

S3 SUPPORT TERMS

Zoho may choose to resolve such problems in the following manner: a) Zoho may provide the resolution in a future release of Zoho Program(s) if the problem is identified as a feature enhancement, b) Zoho may resolve the problem using its support process and technical support as a special case.

Maintenance.

Upgrades and Updates to Zoho Office Integrator, documentation and Zoho Applications will be made available to Licensee immediately upon release of such Upgrades and Updates. Resolutions for S2 and S3 issues will be rolled out in subsequent Upgrades and Updates.

Escalation.

1) API Support team Lead

2) Product Manager

3) Business Manager

4) VP Engineering

5) C E O

Indemnification

You agree to indemnify and hold harmless Zoho, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that You have used Office Integrator in violation of another party's rights, in violation of any law, or any other claim related to Your use of Office Integrator. Zoho shall indemnify You and Your officers, directors, employees, suppliers, and affiliates against claims, suit or other action by any third party against You alleging that Office Integrator or Zoho Applications infringe such third partys intellectual property rights.

Disclaimer

OFFICE INTEGRATOR IS PROVIDED TO YOU "AS IS". YOU ACKNOWLEDGE THAT ZOHO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO OFFICE INTEGRATOR AND ZOHO APPLICATIONS. ZOHO DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF PERFORMANCE, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED USE AND ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ZOHO MAKES NO WARRANTY THAT ZOHO APPLICATIONS ACCESSED USING OFFICE INTEGRATOR WILL BE AVAILABLE IN AN UNINTERRUPTED, TIMELY AND SECURE MANNER. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF ZOHO APPLICATIONS ACCESSED USING OFFICE INTEGRATOR, SHALL BE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM ZOHO OR FROM ANY THIRD PARTY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THE AFORESAID DISCLAIMER/ EXCLUSIONS SHALL ALSO APPLY TO LICENSEE APPLICATION USERS. YOU AGREE THAT ZOHO IS NOT RESPONSIBLE AND ASSUME ALL LIABILITY FOR ANY WARRANTY OR REPRESENTATION MADE BY YOU TO LICENSEE APPLICATION USERS THAT ARE CONTRARY TO THE ABOVE TERMS.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL ZOHO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR INABILITY TO USE OFFICE INTEGRATOR OR ANY ZOHO APPLICATION, EVEN IF ZOHO SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF ZOHO FOR ANY CLAIM OR ACTION INITIATED BY YOU OR ANY PERSON CLAIMING THROUGH YOU AND ARISING OUT OF THIS AGREEMENT, EXCEED THE FEES, IF ANY, PAID BY YOU TO ZOHO, TOWARDS YOUR USE OF OFFICE INTEGRATOR, IN THE PRECEDING 12 MONTHS PRIOR TO INITIATION OF SUCH CLAIM OR ACTION.

Suspension and Termination

We may suspend Your access to Office Integrator in the event of any suspected illegal activity, usage beyond permitted volumes, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension of access to Office Integrator should be made to legal@zohocorp.com within thirty days of being notified about such suspension. After the period of thirty days, we may terminate Your access to Office Integrator. We will also terminate Your access to Office Integrator on Your request. In addition, we reserve the right to terminate Your access to Office Integrator and also deny access to Zoho Applications, upon reasonable belief that You have used Office Integrator for purposes not permitted by the Terms or violated the Terms in any other manner.

Dispute resolution

Any dispute or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any dispute or claim of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be subject to the laws of the State of California, U.S.A., without reference to its conflict of law rules. The arbitration shall be conducted in Pleasanton, California and judgment on the arbitration award may be entered into any court having jurisdiction of the subject matter. Notwithstanding anything to the contrary, Zoho may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Modification of the Terms

Zoho may modify the Terms at any time. All existing users as on the date of modification will be provided notice of such modification through electronic mail. You will have the option to terminate Your use of Office Integrator if the Terms are no longer acceptable to You. Your continued use of Office Integrator after the effective date of change as notified to you will be deemed to be Your agreement to the amended Terms.

End of License Terms

If You have any questions or concerns regarding these Terms, please contact us at legal@zohocorp.com.

You acknowledge that You have read the Terms and that You have understood Your rights and obligations as set out herein. By clicking on the accept button and/or continuing to use Office Integrator, You expressly agree to be bound by the Terms.