NILA, A SERVICE OFFERED BY ZOHO, IS A DESIGN PLATFORM FOR PRODUCT TEAMS TO CREATE AND PROTOTYPE DIGITAL USER INTERFACES AND EXPERIENCES (THE "SERVICE"). THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER "YOU" OR "YOUR") AND THE APPLICABLE ZOHO CONTRACTING ENTITY LISTED HERE SETTING FORTH THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICE.

Acceptance of the Agreement

You must be of legal age to enter into a binding agreement in order to accept the Agreement. You can accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually using the Service. If you do not agree to the Agreement, do not use the Service.

Description of Service

Nila consists of a (i) mac application that allows you to design and prototype vector-based graphics using shapes, images, animations, and other reusable components; and (ii) cloud interface that allows you to view and collaborate with your teammates with features such as comments, version comparisons and document status.

Beta Service

As of the effective date of this Agreement, Nila is offered as a private alpha service ("Private Alpha Service" ) for testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Private Alpha Service. We will be the sole judge of the success of such testing and the decision, if any, to offer the Private Alpha Service as a commercial service. You will be under no obligation to acquire a subscription to use paid version of the Service as a result of your subscription to the Private Alpha Service. We reserve the right to fully or partially discontinue, at anytime and from time to time, temporarily or permanently, the Private Alpha Service with or without notice to you. You agree that Zoho will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of the Private Alpha Service for any reason. Your use of the Private Alpha Service is at your sole risk and Zoho shall not be responsible for any damage resulting from your use of the Private Alpha Service, including without limitation, loss of data. Zoho advises you to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the Alpha Service.

Free Trial

If you register for a free trial of the Service, Zoho will make the Service available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the Service (unless terminated earlier by you), (ii) the start date of the paid subscription period for the Service, or (iii) termination by Zoho in its sole discretion. Any data that you enter into the Service, and any customizations made to the Service during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, the Service is offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

User sign up obligations

You need to sign up for a user account by providing all the required information in order to access or use the Service. If you represent an organization and wish to use the Service for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and (ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Zoho has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Zoho may terminate your user account and refuse current or future use of the Service.

Restrictions on Use

In addition to all other terms and conditions of this agreement, you shall not: (i) transfer the Service or otherwise make it available to any third party; (ii) provide any service based on the Service without prior written permission; (iii) allow user licenses to be shared or used by more than one individual other than by way of reassigning the user license to a new user; (iv) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Service; (vi) post links to third party sites or use their logo, company name, etc. without their prior written permission; (vii) attempt to gain unauthorized access to the Service or its related systems or network; (viii) use the Service in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Zoho; (ix) use the Service to store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (x) use the Service in any manner that interferes with or disrupts the integrity, security or performance of the Service, its components and the data contained therein; (xi) host, display, upload, modify, publish, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity; (xii) upload any content to the Service that is false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; (xiii) violate any applicable local, state, national or international law; (xiv) use the Service for advertising, selling, promoting or distributing dangerous, illegal and/or counterfeit products; (xv) use the Service for any form of competitive or benchmarking purposes; and (xvi) remove or obscure any proprietary or other notices contained in the Service.

Third party applications

The Service is integrated with many third party applications (hereinafter "third party application(s)"). Access and use of the third party applications may require acceptance of terms of service and privacy policies applicable to such third party applications (hereinafter "third party terms"). You are responsible for reading and understanding the third party terms before accessing or using any third party application. You acknowledge and agree that Zoho is not liable for any third party applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Zoho may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Service, any third party application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.

Fees and Payments

The Service will be made available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by credit card. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the credit card last used by you. We provide you with the option of changing the details if you would like the payment for the renewal to be made through a different credit card. If you do not wish to renew the subscription, you must inform us at least seven days before the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Zoho to charge the subscription fee to the credit card last used by you. Please click here to know about our refund policy.

From time to time, we may change the price of the Service or charge for use of any functionality within the Service that is currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using the Service unless you have opted for a paid subscription plan.

In the event any tax such as GST, VAT, sales tax or the like is chargeable by Zoho in accordance with any local, state, provincial or foreign laws with respect to your subscription to the Service ("Taxes"), Zoho will invoice you for such Taxes. You agree to pay Zoho such Taxes in addition to the subscription fees. Zoho shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the taxes so paid.

Organization Accounts and Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Service based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for (i) ensuring confidentiality of your organization account password, (ii) appointing competent individuals as administrators for managing your organization account, and (iii) ensuring that all activities that occur concerning your organization account comply with this agreement. You understand that Zoho is not responsible for account administration and internal management of the Service for you.

You are responsible for taking necessary steps to ensure that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to legal@zohocorp.com, provided that the process is acceptable to Zoho. In the absence of any specified administrator account recovery process, Zoho may provide control of an administrator account to an individual providing proof satisfactory to Zoho demonstrating authorization to act on behalf of the organization. You agree not to hold Zoho liable for the consequences of any action taken by Zoho in good faith in this regard.

Personal information and privacy

Personal information you provide to Zoho through the Service is governed by the Nila Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Nila Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@nila.design or by calling us on any of the numbers listed on https://www.zoho.com/contact.html. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

Communications from Nila

The Service may include certain communications from Nila, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Service. As part of our policy to provide you with total privacy, we also provide you with the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Complaints

If we receive a complaint from any person with respect to your activities as part of use of the Service, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Zoho in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant to enable the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by Zoho to the complainant.

Inactive user accounts policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. In the case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

Data ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Service does not grant Zoho the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Zoho’s commercial, marketing or any similar purpose. But you grant Zoho permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for providing the Service to you.

Hosting location

The location of the cloud facility from which you are served depends on the mapping of your region/country to the available cloud facilities at the time of your sign-up. We may migrate your account or require you to migrate your account to a different cloud facility in the event of any updates to the region/country to cloud facility mapping at any point of time. You must not mask your internet protocol (IP) address at the time of sign-up since your region/country is determined based on your IP address. If, at anytime, your actual region/country is found to be different from the region/country in our records, Zoho may take appropriate action such as migrate your account or require you to migrate your account to the cloud facility corresponding to your region/country, or close your account and deny the service to you. If you are served from a cloud facility outside your region/country and a Zoho group entity has an office in your region/country, apart from storing the data in the cloud facility assigned to you, we may store a local copy of the data in your region/country.

User Generated Content

You represent and warrant that you (i) own all rights, title, and interest in and to; or (ii) you have otherwise secured all necessary rights in the content that you upload to the Service.

You may transmit or publish content created by you using the Service or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Service, is provided to you as is for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using the Service, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on the Service you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such a manner. Further, by making any content available in the manner aforementioned, you expressly agree that Zoho will have the right to block access to or remove such content made available by you if Zoho receives complaints concerning any illegality or infringement of third party rights in such content. By using the Service and transmitting or publishing any content using the Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Zoho for this purpose.

For procedure relating to complaints of illegality or infringement of third party rights in content transmitted or published using the Service, click here.

If you wish to protest any blocking or removal of content by Zoho, you may do so in the manner provided here.

Sample Files and Templates

Zoho may provide sample files and templates for demonstrating the possibility of using the Service effectively for specific purposes. The information contained in any such sample files and templates consists of random data. Zoho makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and templates.

Trademark

'Nila' and Zoho logo are trademarks of Zoho Corporation Private Limited. You agree not to display or use, in any manner, the Zoho trademarks, without Zoho’s prior permission.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. ZOHO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZOHO MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM ZOHO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

Limitation of liability

YOU AGREE THAT ZOHO SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ZOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ZOHO’S ENTIRE LIABILITY TO YOU IN RESPECT OF THE SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND DOLLARS ($1000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.

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 the Service in violation of another party's rights, in violation of any law, in violations of any provisions of the agreement, or any other claim related to your use of the Service, except where such use is authorized by Zoho.

Governing law and jurisdiction

The governing law and jurisdiction that will apply in case of any dispute or lawsuit arising out of or concerning this Agreement, will depend on your billing address if you are a paid customer and your state or country of domicile in all other cases. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts mentioned herein in case of any dispute or lawsuit arising out of or concerning this agreement.

Suspension and termination

We may suspend your user account or temporarily disable access to the whole or part of the Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to legal@zohocorp.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Service upon reasonable belief that you have violated the Agreement. You have the right to terminate your user account if Zoho breaches its obligations under this Agreement and in such event, you will be entitled to a prorated refund of any prepaid fees. Termination of user account will include denial of access to the Service, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

Modification of Terms of Service

We may modify this Agreement upon notice to you at anytime through a service announcement or by sending email to your primary email address. If we make significant changes to the Agreement that affect your rights, you will be provided with at least 30 days notice of the changes by email to your primary email address. You may terminate your use of the Service by providing Zoho notice by email within 30 days of being notified of the availability of the modified Agreement if the agreement is modified in a manner that substantially affects your rights concerning use of the service. In the event of such termination, you will be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the agreement will be deemed to be your agreement to the modified Agreement.

End of terms of service

If you have any questions or concerns regarding this agreement, please contact us at legal@zohocorp.com.