LICENSE AGREEMENT FOR ZSCALER SOFTWARE

READ THIS LICENSE AGREEMENT (THE “AGREEMENT”) BEFORE DOWNLOADING, INSTALLING, COPYING, ACCESSING, DEPLOYING, AND/OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, ACCESSING, DEPLOYING, AND/OR OTHERWISE USING ALL OR ANY PART OF THE SOFTWARE OR BY CLICKING ON AN “ACCEPT” BUTTON, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Agreement may be periodically updated and the current version will be posted at http://www.zscaler.com/legal. your continued use of the software after a revised Agreement has been posted constitutes your acceptance of its terms.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY’S END USERS, IT IS YOUR RESPONSIBILITY TO COMMUNICATE THE INFORMATION IN THIS AGREEMENT TO SUCH END USERS AND ENSURE COMPLIANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN. 

YOU FURTHER AGREE THAT IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT COMPANY OR LEGAL ENTITY TO THESE TERMS.

YOUR USE OF THE SOFTWARE IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, DEPLOY, CLICK ON AN “ACCEPT” BUTTON, AND/OR OTHERWISE USE THE SOFTWARE.

This Agreement sets forth the terms of the agreement between you and Zscaler, Inc. (herein referred to as "Zscaler.") You and Zscaler individually are referred to as a "Party," and you and Zscaler collectively are referred to as the "Parties." This Agreement governs your use of any Zscaler-provided software (herein referred to as "Software") for use on your mobile device or portable (laptop or desktop) computer. 

This Agreement does not entitle you to any maintenance or support services. This Agreement will, however, govern the terms of your use of any updates, patches or other revisions to the Software should you be so entitled, unless Zscaler conditions your use of them on your acceptance of different terms

1. SCOPE OF LICENSE.  The Software is licensed, not sold. All right, title and interest in the Software remains with Zscaler or its licensors. Subject to your acceptance of and adherence to the terms and conditions of this Agreement, Zscaler grants you a revocable, non-exclusive, non- transferrable, non-sublicensable right to use the Software on a single compatible laptop, desktop, or personal mobile device, provided that you are its primary user, in order to connect to Zscaler’s cloud services. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this Agreement. In doing so, you must comply with any technical limitations in the Software that allow you to use it only in certain ways. You may not: 
   
   
   • Make any copy of the Software except for archival purposes;
   • Work around any technical limitations in the Software;
   • Reverse engineer, decompile or disassemble the Software, except and only to the extent that applicable law expressly permits, despite this limitation;
   • Publish or otherwise make the Software available for others to copy;
   • Disclose the results of testing, benchmarking or other performance or evaluation information related to the Software to any third party without the prior written consent of Zscaler;
   • Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Documentation;
   • Modify or create derivative works of the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software);
   • Access or use the Software or Documentation for any competitive purposes (e.g. to gain competitive intelligence; to design or build a competitive product or service, or a product providing features, functions or graphics similar to those used or provided by Zscaler; to copy any features, functions or graphics; or to monitor availability, performance or functionality for competitive purposes)
   • Rent, lease or lend the Software; or
   • Sublicense or transfer the Software or this Agreement to any third party, whether voluntarily or by operation of law. Any such attempted sublicense or transfer shall be void and shall terminate
   
   
2. DOCUMENTATION.  If documentation is provided with the Software (“Documentation”), you may copy and use the documentation for your internal, reference purposes only.
   
   
3. RESERVATION OF RIGHTS. The Software is owned and operated by Zscaler. The content, interfaces, computer code, and all other elements of the Software (the “Zscaler Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Zscaler, all Zscaler Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of Zscaler or its subsidiaries or affiliated companies and/or its third-party licensors. Zscaler reserves all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest to the Zscaler Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.
   
   
4. FEEDBACK.  If you provide Zscaler with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Software (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Zscaler shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Software. You hereby grant Zscaler a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
    
5. PERSONAL DATA.  You understand that the Software may be used by you in combination with other Zscaler services to which you may subscribe in order to transmit from and receive in your mobile device certain personal data. Such data may include location- based information that tracks your whereabouts and that are contained in unique device identifiers (UDID) that you store or receive on or send from your mobile device or portable (laptop or desktop) computer ("Personal Data"). By agreeing to this Agreement, you expressly consent to Zscaler’s collection, copying, storage and processing of your Personal Data. Zscaler will handle your Personal Data in accordance with Zscaler's privacy policy located on Zscaler’s website, or as otherwise agreed to in writing by the Parties.
    
6. INDEMNIFICATION.  You agree to indemnify, defend and hold Zscaler and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of your violation of the terms of this Agreement.
   
   
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.  THE SOFTWARE IS LICENSED "AS IS", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZSCALER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, ACCURACY, RELIABILITY, AND NONINFRINGEMENT. UNDER NO CIRCUMSTANCES WILL ZSCALER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ZSCALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING THE PRECEDING, ZSCALER'S AGGREGATE LIABILITY, AND THAT OF ITS SUPPLIERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF US $10.00 OR THE AMOUNT YOU PAID FOR THE SOFTWARE, REGARDLESS OF THE THEORY OF RECOVERY, WHETHER BY CONTRACT, IN TORT OR UNDER STATUTE. These limitations apply to any claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. They also apply even if Zscaler knew or should have known about the possibility of the damages. They do not, however, limit Zscaler's liability to you in the event of death or personal injury resulting from Zscaler's negligence or for fraud.
   SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
    
8. EXPORT RESTRICTIONS.  The Software contains encryption and is subject to export laws and regulations of the United States and to export and/or import control laws of other nations. You represent and warrant that you are not a citizen or otherwise located within, an embargoed nation (including without limitation, Cuba, Iran, North Korea, Syria or Sudan) and you are not otherwise prohibited under any export laws from receiving the Software. These laws include additional restrictions on destinations, end users and end use. You must comply with all such laws and regulations in your use of the Software. Your rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this section or any other provision of this Agreement.
   
    
9. APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California by California residents, and without regard to conflict of law principles. You and Zscaler agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California or the Northern District of California for the purpose of litigating all claims or disputes arising hereunder.
    
10. LEGAL EFFECT.  This Agreement describes certain legal rights. You may have other rights under the laws of your country. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
    
     
11. RIGHTS OF THIRD PARTY LICENSORS.  To the extent any Zscaler licensor has any right or interest in or to the Software, such licensor shall be a third party beneficiary of this Agreement. Any licensor of Zscaler whose software is embedded in the Software shall be a third party beneficiary with respect to this Agreement, and such licensor shall have the right to enforce this Agreement in its own name as if it were Zscaler. In addition, certain third party software may be provided with the Software and is subject to the accompanying license(s), if any, of its respective owner(s). To the extent portions of the Software are distributed under and subject to open source licenses obligating Zscaler to make the source code for such portions publicly available, Zscaler will make such source code portions (including Zscaler modifications, as appropriate) available upon request.
    
    
12. ENTIRE AGREEMENT; MODIFICATION; SEVERABILITY.  This Agreement constitutes the entire and sole agreement between the Parties with respect to the Software, and supersedes all prior and contemporaneous agreements relating to the Software, whether oral or written (including any inconsistent terms contained in a purchase order or other ordering document), except that the terms of a separate written agreement executed by an authorized Zscaler representative and you shall govern to the extent such terms are inconsistent or conflict with terms contained herein. Neither any modification to this Agreement nor any waiver of any rights hereunder shall be effective unless expressly agreed to in writing by the party to be charged. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remainder of this Agreement.
     
13. TERMINATION; SURVIVAL. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from Zscaler if you (i) are no longer subscribed to Zscaler’s cloud services or (ii) fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial, of the Software and Documentation. The provisions of Sections 3, 4, 6, 7, 9, 11, and 13 shall survive the termination of this Agreement.