Terms and Condition

Terms and Condition List

2. Your Obligations.

2.1
In particular, and without limitation, You represents, warrants and covenants, that You shall NOT and shall not permit others to:
a)
use, copy or modify, enhance or create derivative works of the Software or Services or any portion thereof, except as expressly permitted in this Agreement;
b)
sell, license, sublicense, assign, transfer, distribute or timeshare the Software and/or the Services or otherwise grant any right under this Agreement to any third party, without the prior written consent of ENERUNI;
c)
reverse engineer, disassemble, de-compile, tamper, recreate, the Software and/or the Services or any part thereof;
d)
remove, alter, obscure or otherwise render illegible any of ENERUNI, its Affiliates, their respective licensors or service provider's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the Software or the Services or any component or output thereof;
e)
override access authorization and access controls for Your access and Use of the Software or the Services as may be prescribed by ENERUNI or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by ENERUNI or its third party service providers, in connection with the Software or the Services;
f)
use the access rights granted herein to gain or attempt to gain unauthorized access to other computer systems accessible via the internet, any portion of the Software and/or Service for which You have not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by ENERUNI;
g)
use the Software and/or the Service to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses or use any automated means or bots to Use the Service;
h)
Use the Software and/or the Services in any manner or for any purpose that violates any applicable law or the rights of others;
i)
interfere with or disrupt the integrity or performance of any Software and/or the Service or data, device, account, network or Services Environment;
j)
perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Software and/or the Services Environment without ENERUNI' prior written consent;
k)
interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the Documentation provided by ENERUNI;
l)
use any public software or open source software in connection with Software and/or the service in any manner that requires, pursuant to the license applicable to such public or open source software, that the Software be disclosed or distributed in source code form, or made available free or charge to recipients, or modifiable without any restriction by recipients;
m)
access or use the Software and/or the Services for purposes of competitive or comparative analysis, the development of a competing software service or product, or any other purpose that is to the ENERUNI's detriment or commercial disadvantage; or
n)
issue any press release or make any other public communication with respect to this Agreement or Your use of the Software and/or the Services without ENERUNI' prior written consent.
2.2
In order to subscribe to the Services, You are required to complete the registration process by providing us with current, complete, and accurate information for creating Your account on the Software Site. The Services are available only in select countries which you can check at the time of registration and/or ordering the Services and are also subject to applicable export control laws and regulations. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and any other non-public account information. You shall be responsible for all activity occurring under Your control and/or through Your user accounts and Your information systems used to access the Services, and ensure that You and Your Authorized Users abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Software, including those related to data privacy, international communications, export and the transmission of technical or personal data.

You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to:

a)
securely administer the distribution and use of all access credentials and protect against any unauthorized Use of the Software;
b)
the security of its information systems used to Use the Software and/or the service; and
c)
for its Authorized Users' compliance with the terms of this Agreement, including without limitation, that the access credentials to Use the Software are not shared or used by more than one individual (unless such license is reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Software). You shall designate one or more account administrators. Account administrators shall be responsible for managing user access, including adding and subtracting Authorized Users, placing orders, subscribing to Subscription Plans, etc. You are responsible for understanding the settings and controls and whom you allow to become administrators and any actions they take. Any reduction in the number of Authorized Users, if applicable and permitted under the Subscription Plan, will be effective from the next billing cycle / renewal period. You acknowledge and agree that it is prohibited from sharing passwords and/or user names. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.
2.3
You remain responsible for any and all data, test data, scripts, information, materials and content of any database, made available by You and transmission, transfer, archival, conversion or use of any and all data (including personally identifiable data) and/or input / uploaded / stored / processed or otherwise introduced into the Software and/or the Services Environment, by You or on Your behalf ("Customer Data"). You represent and warrant to ENERUNI that You and/or Your licensors have all rights, title and interests in the Customer Data and You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. ENERUNI has no obligation to monitor the Customer Data uploaded on to the Services. ENERUNI shall not have any rights in the Customer Data except as stated herein. To the extent any Customer Data is required to be used in the operation and/or performance of Software and/or the provision of Services hereunder, You hereby grant to ENERUNI, its Affiliates, third party service providers a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, disclose, modify, reproduce, sublicense and distribute such Customer Data solely to provide Services.

ENERUNI, its Affiliates and third party service providers shall not access Your user accounts or Customer Data, except

i)
in the course of data center operations if required,
ii)
in response to Service Environment or technical issues, or
iii)
at Your specific request as reasonably required in the provision and support of Services; or
iv)
if deemed necessary based on Your violation of this Agreement. The Software or Services Environment do not replace the need for You to encrypt, mask, secure Customer Data and maintain regular data backups or redundant data archives. You agree that all Customer Data will be in format compatible with the Software and/or the Services Environment and agree that Customer Data may not be fully recoverable beyond the last restoration archive point where Software permits uploading, copying, archiving or storage of Customer Data in the Services Environment. No data back-up or service is made available under this Agreement and the same shall be Your sole responsibility. You acknowledge and agree that Software is provided as a service and/or where You request some support from ENERUNI, the Customer Data may be exported, transferred or stored outside the EEA (European Economic Area) or the country where You and/or Your Authorized Users are located in order to carry out the services and ENERUNI's other rights under this Agreement.
2.4
As between ENERUNI and You, You shall be responsible for
a)
acquisition, installation and maintenance of the Customer Environment;
b)
complying with the applicable terms and conditions of the respective third party products used in Customer Environment
c)
choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software,
d)
making regular back-ups of Your data processed via the Software, and
e)
complying with any laws or regulations applicable to Your or Your industry that are generally not applicable to licensed product providers.
2.5
Your agree to provide information and/or other materials relating to its Use of Services and/or Customer Data as reasonably requested by ENERUNI to verify Your compliance with the Agreement. You agree that ENERUNI may, upon notice of at least five (5) days, audit Your Use of Software for compliance with the terms & conditions of this Agreement and agree to provide access (including remote access) to sites/equipment where Software is Used and/or supply all relevant information necessary for such audit. You shall maintain a written, up to date list of current Authorized Users and provide such list to ENERUNI within five (5) business days of the written request at any time by ENERUNI. You shall be liable to pay ENERUNI immediately on demand additional Subscription Fee, equal to two times the applicable subscription fee as per then current ENERUNI price list, with respect to the increased or extended Use of the Software and/or their services revealed by the audit. Payment of the amounts as stated above shall not release You from its contractual obligations. ENERUNI and/or its licensors expressly reserve the right to claim damages for any further prejudice. If any audit reveals You to be in breach of this Agreement, ENERUNI shall be entitled to terminate the rights and licenses granted hereunder, without prejudice to any other rights or remedies ENERUNI may have under this Agreement or otherwise.

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