Terms of Service

PLEASE READ THE FOLLOWING TERMS OF SERVICE (the “TERMS”) CAREFULLY BEFORE USING OPMANAGER ONDEMAND (the “SERVICE”). THE USE OF THE SERVICE WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PROCEED.

Description of Service

The Service uses a probe-server model to remotely monitor networking devices and servers. The Service enables you, a managed service provider, to provide network and server monitoring services to your customers (“Customer” or “Customers”). Each probe, installed in Customer’s Local Area Network, enables discovery and monitoring. Data from multiple probes is collected and aggregated on the hosted central server for reporting. Probes use a secure HTTPS connection to communicate with the central server. You may connect to the Service using any Internet browser. You are responsible for obtaining access to the Internet and the equipments necessary to use the Service.

Modification of Terms of Service

AdventNet may modify the Terms upon notice to you at any time. You will be provided notice of any such modification by electronic mail or by publishing the changes on the website http://ondemand.manageengine.com/You are advised to check the Terms periodically for changes. Your continued use of the Service after notice of any change to the Terms will be deemed to be your agreement to the amended Terms of Service.

Member Registration Obligations

In consideration of your use of the Service, you agree to: a) provide true, accurate, current and complete information about yourself as prompted by the Registration Process (“Registration Data”); and b) maintain and promptly update your Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if AdventNet has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, AdventNet has the right to terminate your Account and refuse current or future use of the Service.

License Grant

Subject to the restrictions mentioned below under the head “Restrictions” and the terms and conditions mentioned under the head “Customer Interactions”, AdventNet grants you a non-exclusive, worldwide, non-transferable right to use the Service for monitoring and managing your Customer’s network and servers. You may:

1. create user accounts for your Customers and permit them to access the Service using such user accounts;
2. provide access to the Service to your Customers through a sub-domain of www.opmanager.com and rebrand the Service by replacing AdventNet’s trademark on the graphical user interface with your trademark, provided the option to do so is provided to you as part of your subscription; and
3. distribute and install probes in Customer’s environment for discovery and monitoring of network devices, provided that you shall permit use of the probe only as part of the Service.

Restrictions on Use

You shall not:

1. use, copy, modify or distribute the probe except as expressly permitted in the Terms
2. reverse engineer, decompile or attempt to derive information from the probe except through the Service
3. post links to third party sites or use their logo, company name, etc. without their prior written permission;
4. use the Service for spamming or other illegal purposes;
5. permit Customers to perform any activity restricted by clauses (i) through (iv) above; or
6. retain, store or use information related to Customer’s network or servers without Customer’s explicit permission.

Customer Interactions

You are entirely responsible for all Customer interactions. Except for providing access to the Service, AdventNet will not interact with your Customers directly. You are solely responsible for providing services requested by your Customer and all necessary technical assistance to the Customer related to the Service. You agree to enter into a suitable agreement with your Customers clearly specifying the scope of services offered by you. You also agree to communicate to the Customer that AdventNet will not be responsible to the Customer for any service offered by you to the Customer using the Service. You also agree to indemnify and hold harmless AdventNet against any claim by Customer related to services offered by you to the Customer using the Service.

Personal Information and Privacy

Personal information you provide to AdventNet through the Service is governed by Privacy and Security Policy and applicable laws related to personal information. Your selection to use the Service indicates your acceptance of the terms of the Privacy and Security Policy. You are responsible for maintaining the confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your Account and you agree to notify AdventNet immediately of any unauthorized use of your Account at opmanager-ondemand-support@manageengine.com. AdventNet is in no way 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 Account, or otherwise.

Communications from AdventNet

The Service may include certain communications from AdventNet, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Service. However, we will provide you the option of opting out from receiving newsletters.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Service. You agree not to use the Service for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, contains viruses, or that infringes or may infringe the intellectual property or other rights of another. You agree not to use the Service for the transmission of "junk mail", "spam", "chain letters", or unsolicited mass distribution of email. AdventNet reserves the right to terminate your access to the Service if AdventNet believes that you have used the Service for any illegal or unauthorized activity.

Trademark

AdventNet, AdventNet logo, ManageEngine, ManageEngine Logo, OpManager, OpManager On-Demand, OpManager On-Demand logo are trademarks of AdventNet. Inc. You agree not to display or use, in any manner, AdventNet trademarks, without AdventNet’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. ADVENTNET 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. ADVENTNET MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH 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 ADVENTNET, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Limitation of Liability

YOU AGREE THAT ADVENTNET 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 ADVENTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ADVENTNET RELATED TO THE SERVICE SHALL BE TERMINATION OF THE SERVICE. IN NO EVENT SHALL ADVENTNET’S ENTIRE LIABILITY TO YOU IN RESPECT OF THE SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID YOU TOWARDS THE SERVICE.

Indemnification

You agree to indemnify and hold harmless AdventNet, 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 Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services.

Arbitration

Any controversy 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 controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, AdventNet may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Termination

You agree that AdventNet may terminate your Subscription in the event of breaches or violations of the Terms or the Privacy and Security Policy, a request by you to terminate your Subscription, discontinuance or material modification to the Service, unexpected technical issues or problems, extended periods of inactivity and requests by law enforcement or other government agencies. Termination of your Subscription will result in discontinuation of access to the Service, or deletion of data related to your Subscription as permitted or required by law.

END OF TERMS OF SERVICE

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