Terms and Condition

Terms and Condition List

13. Indemnity

13.1

Subject to Section 13.4, ENERUNI will defend, or at its option settle, any unaffiliated third party claim alleging the Software, when used in accordance with this Agreement during the Subscription Term of selected Subscription Plan, infringe the registered intellectual property rights of a third party ("Infringement Claim") in the territory in which You have subscribed as mentioned in Your billing information provided at the time of registering, and shall pay any and all direct damages, losses, assessments, charges, costs, including without limitation reasonable legal fees and disbursements, and court costs ("Losses") arising therefrom; provided that the ENERUNI shall have no obligations to the Customer under this Section 13.1 or Section 13.2 below for Losses to the extent resulting from:

modification of the Software and/or Services, if such modification was not made by ENERUNI; or

Use of the Software and/or the Services in combination with third party hardware or software, or with third party services, processes or materials where the infringement would not have occurred but for such combination; or

use of the Software and/or the Services in a manner contrary to or in violation the provisions of this Agreement; or

Customer's failure to implement corrections, revisions, updates or upgrades provided by ENERUNI, the use of which would have prevented any such Infringement Claim; or

ENERUNI's compliance with any specific requirements, instructions or technical designs of the Customer, or use, processing or storage of or otherwise arising out of or in relation to any Customer Data; or

Your or Your Authorized Users continued use of the Software and/or the Services or other allegedly infringing activity after receiving notice of the alleged infringement; or

Any version of the Software and/or the Services which is no longer supported by ENERUNI. 13.2 In the event that any Infringement Claim is initiated against You and permitted Use of the Software and/or the Services is injuncted by a valid court order, or in the ENERUNI's sole opinion is likely to be initiated for which ENERUNI is liable in terms of Section 13.1, then ENERUNI may, at its expense, either:

modify or replace the infringing part of the relevant Software and/or the Service so that such part is no longer infringing; or

procure for You the right to continue using the infringing part of the relevant Software and/or the Service.

13.2

If neither of options 13.2 (a) and (b) is reasonably possible or effective in ENERUNI' sole discretion, and if the infringement is established by a final decision of the competent court or through a extrajudicial settlement, ENERUNI shall cancel the subscription and terminate all rights and licenses granted to You and refund any pre-paid unutilized Subscription Fees to You calculated as per the relevant Subscription Plan if You have ordered and paid for Services directly to ENERUNI or its Affiliates. . If You have paid the Subscription Fee for the Services through an Authorized ENERUNI Channel Partner, You agree that You will have to seek Your refund, if any, through the Authorized ENERUNI Channel Partner, through which You ordered the Services. The provisions of Section 13.1 and Section 13.2 state the ENERUNI's entire liability and Your sole remedy with respect to any Infringement Claim.

13.3

Customer agrees to indemnify and hold ENERUNI, its Affiliates, licensors, third party service providers and their respective directors, officers, employees, agents and representatives harmless from any third party claim, demand or expense, including reasonable legal and attorney fees, due to or arising out of sub-sections (a) to (g) of Section 13.1 or any matters connected therewith.

13.4

Neither Party ("Indemnified Party") shall be entitled to seek any indemnification from the other party ("Indemnifying Party") under this Section 13 unless Indemnified Party:

does not make any statement or admission in relation to such claim which may prejudicially affect the chances of settlement or defence of such claim;

reasonably cooperate with Indemnifying Party in assisting the defence of the claim and in the investigation, negotiations or settlements of any such claim, demand or action by providing all assistance and information to perform the above obligations, at Indemnifying Party's expense.

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Terms and Condition