Terms and Condition

Terms and Condition List

17. Miscellaneous

17.1
Changes to or Discontinuation of Services: ENERUNI may change, discontinue, or deprecate the Services or any part or portion thereof or change or remove features or functionality of the Software and/or the Services from time to time, including by providing additional Content through the Service from time to time, or introduction or discontinuance of Subscription Plans, Support plans and any associated fees. ENERUNI will notify you of any material change to or discontinuation of the Services by posting a notice on the Software Site. ENERUNI may amend the Software Site from time to time to modify, add, or remove Service-specific terms that apply to one or more of the Services.
17.2
Modifications to the Agreement: ENERUNI may modify this Agreement (including any policies) at any time by posting a revised version on the Software Site. The modified Terms of Service will become effective upon posting for Trial Services, and upon renewal of the Subscription Term in case of paid Services. However, the modified policies such as privacy policy and security policies will become effective immediately on posting a revised version on the Software Site. You may be asked to accept the modified Terms of Service and/or privacy policy at the time of next login, however, to keep abreast of Your rights and relevant restrictions, please bookmark this Agreement or the page on which this Agreement is posted and read it periodically. By continuing to use the Service after the effective date of any modifications to this Agreement or policies, you agree to be bound by the modified terms and policies. It is your responsibility to check the Software Site regularly for modifications to this Agreement and policies. The date on which this Agreement was last modified is listed at the end of this Agreement. You can also download the latest copy of this Agreement from Your My Account page on the Software Site. If you object to the modified/updated Agreement, as your exclusive remedy, you may immediately stop Using the Trial Services or choose not to renew, including cancelling any auto-renewal settings and instructions which You may have enabled/given.
17.3
No Assignment: You shall not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of ENERUNI. Any assignment in violation of this Section 17.3 shall be void.
17.4
Waiver: Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party.
17.5
Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.
17.6
No agency: This agreement does not create an agency, partnership, or joint venture.
17.7
No Third-Party Beneficiaries: ENERUNI, its Affiliates and their respective licensors may be third party beneficiaries of this Agreement. No other third party is intended to be beneficiary to this Agreement entitled to enforce its terms directly.
17.8
Export Compliance. You acknowledge and agree that Software and/or Services may be subject to local and extraterritorial export controls sanction/embargo laws, rules, regulations and policies ("Export Controls"). You shall not, directly or indirectly, export, re-export, divert or transfer allow Use to any sanctioned, embargoed or designated individuals, entities or destinations or for prohibited purposes in violation of any applicable Export Controls, or export or re-export any software, or technical or personal data (or direct products thereof) in violation of any applicable Export Controls. You represent that Your Affiliates, and their respective employees and Authorized Users are not a person, entity or destination restricted, prohibited, sanctioned or embargoed by Export Controls or listed on list of parties of concern or other early warning systems published by various governments and agencies ("Restricted Person") to which access or Use of Software and/or Services is prohibited by the Export Controls. You are solely responsible for obtaining all necessary licenses or authorizations relating to the re-export, transfer or access of the Software and/or Services, or any portion thereof or technical data (or direct products thereof) and for ensuring compliance with the requirements of such licenses or authorizations. You shall provide ENERUNI with any documents or declarations, which might be required under any applicable law, government regulation or government policy to comply with export control laws, regulations or policies. You shall, at own expense, defend ENERUNI and its Affiliates from any third party claim or action made against ENERUNI or its Affiliates arising out of Your violation or alleged violation of the Export Controls and shall pay any judgments or settlements reached in connection with such claim as well as ENERUNI and its Affiliates' costs of responding to such claim.
17.9
Force Majeure: We and our Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
17.10
Government End Users: The Service is commercial computer software and commercial computer software documentation. If the user of Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of Service(s), or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation (FAR) 12.211 (Technical Data) and FAR 12.212 (Computer Software) for civilian purposes and Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202 for military purposes, only those rights in technical data and software customarily provided to the public as defined in this Agreement. The Software was developed fully at private expense. If any Federal agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with ENERUNI to determine if there are acceptable terms for granting such rights, and a mutually acceptable written addendum specifically granting such rights must be included in any applicable contract to be effective. The terms of this Section regarding U.S. Government End Users is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement. All other use is prohibited.
17.11
Waiver of Right to Void Online Purchases. To the maximum extent permitted by applicable law, You waive Your rights to void purchases under this Agreement pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.
17.12
Entire Agreement: This Agreement along with all documents referenced therein shall constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. By using the Service, You acknowledge that You have read this Agreement, understood it, and agree to be bound by the terms and conditions. A translation or summary thereof of the English language version of this Agreement may be provided for convenience, however, the English language version of the Agreement will control if there is any conflict. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
17.3
Definitions
a)
Affiliate means an entity that owns or controls, is owned or controlled by or is under common control or ownership with either Customer or ENERUNI (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. ENERUNI Affiliates can be found on https://www.ENERUNI.com/investor-relations/subsidiaries or any successor site.
b)
API means application program interface.
c)
Apps shall mean applications, add-ons, plugins, connectors, etc. which may be additionally subscribed by You separately through the Eneruni Marketplace or that may be otherwise made available for use with or in connection with Software and the Services. Apps may be Eneruni Apps or Third Party Apps.
d)
Authorized ENERUNI Channel Partnermeans an entity having a valid, current agreement with ENERUNI or its Affiliate to market, offer, and resell to Customer the right to Use the Software. Customer may find information regarding Authorized ENERUNI Channel Partners on the Software Site.
e)
Authorized User means an individual to whom Customer has granted access to use the Software and/or the Services on Customer's behalf, regardless of whether or not the User actually accesses the Software or the Services and subject to the limitations in Your Subscription Plan. Users may be Your employees, consultants, contractors, customers or agents.
f)
Confidential Information means any proprietary or confidential information, technical data, or know-how and all other non-public information, material or data relating to a Party disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly in any form whatsoever: (i) that has been marked as confidential; (ii) when disclosed orally or visually, whose confidential nature has been made known by Disclosing Party, orally or in writing, to Receiving Party at the time of disclosure and subsequently reduced to or summarized in writing within fifteen (15) days; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential, and further includes all analysis, compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on such information disclosed by the Disclosing Party. Whether or not so marked or designated, ENERUNI Confidential Information includes any and all information relating to the Software (including without limitation, characteristics, features or performance), Services Environment, Documentation and Services. Whether or not so marked or designated, Customer Confidential Information includes Customer Data owned by Customer that may be provided to ENERUNI for purposes of providing Services. The terms "Disclosing Party" and "Receiving Party" shall have the meaning assigned to each of them in Section 4 (Confidential Information).
g)
Content means all information, works, and materials, including, but not limited to, software (including machine images), data, databases, text, audio, video, and images.
h)
Customer Environment Customer's processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant Documentation.
i)
Derivative Works shall mean works that are prepared in connection with, based upon or derived from the Software, Services Environment, Documentation or other proprietary material, including without limitation, a revision (e.g. updates and upgrades), modification, customization, enhancement (e.g. creation of new micro-services or interfaces), improvement (e.g. additional content or metadata within existing feature or functionality), additions (e.g. new feature or functionality), interfaces (including stand-alone interface code), adapters, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted or which, if prepared without authorization of the owner of the intellectual property rights in such material would constitute an infringement of any such proprietary right.
j)
Documentation shall mean then-current documentation and any updates thereof made available electronically by ENERUNI along with or in connection with the Software and the Services on or through the Software Site.
k)
Eneruni Apps shall mean Apps provided by ENERUNI through the Eneruni Marketplace.
l)
Eneruni Marketplace shall mean online marketplace which lists various Apps which may be Eneruni Apps or Third-Party Apps.
m)
Services mean making the functionality of the Software available as a cloud service and any Software Support related thereto, where applicable, and included as part of the Subscription Plan, and any Eneruni Apps additionally subscribed by You and any Documentation.
n)
Services Environment means a third-party public cloud services environment to host the Software and make available for Use to Customer.
o)
Software refers to the software owned or made available or distributed by ENERUNI to which ENERUNI grants You access as part of the Services, any downloadable software licensed under this Agreement and any Eneruni Apps additionally subscribed by You and including any updates of any or all of the foregoing provided as part of the Services.
p)
Software Site means https://www.eneruni.io or any successor or related site or portal designated by ENERUNI.
q)
Subscription Fee means fee corresponding to the Subscription Plan selected/subscribed by Your or on Your behalf.
r)
Subscription Plan means the subscription plan ordered by You for Use of the Software for the Subscription Term.
s)
Subscription Term means the initial or renewal period of the subscription to Use the Services for the selected Subscription Plan as reflected in Your admin account in the Software Site.
t)
Third Party Apps shall mean Apps provided by a third party through the Eneruni Marketplace.
u)
Third Party Content means Content of any third party made available to You on or through the Software Site for use in conjunction or in relation with the Software or the Services.
v)
Use shall mean:
i)
Customer's access and use of the functionality of the Software deployed on the Services Environment as a cloud service and to the extent applicable,
ii)
with respect to the Software which is downloadable, the right to deploy and use the same in the Customer Environment in object code format only for use with the Services,
iii)
with respect to APIs, interfacing or integrating them with other systems, programs, extensions or applications as per the Documentation; and
iv)
configuring the Software, transmitting and processing data by Authorized Users in connection with the business of the Customer in accordance with the terms of this Agreement.

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