Enforcer Labs Private Limited
Effective Date: May 1, 2026
Last Updated: May 17, 2026
Applies To: Enforcer Marketing | Enforcer Dashboard
1. Purpose
This document sets forth the mutual indemnification obligations between Enforcer Labs Private Limited ("Enforcer Labs") and its Customers. Indemnification allocates responsibility for third-party claims between the parties.
2. Enforcer Labs Indemnification of Customer
2.1 Scope
Enforcer Labs shall defend, indemnify, and hold harmless Customer and its directors, officers, employees, and agents ("Customer Indemnitees") from and against any third-party claim, suit, or proceeding ("Claim") alleging that:
(a) The Software, as provided by Enforcer Labs and used in accordance with the Documentation, infringes a valid patent, copyright, or trademark of a third party; or
(b) Enforcer Labs misappropriated a third party's trade secret in the development of the Software.
2.2 Remedies
Enforcer Labs shall, at its expense:
(a) Pay all damages finally awarded by a court of competent jurisdiction, or amounts agreed in a settlement approved by Enforcer Labs; and
(b) Pay Customer's reasonable attorneys' fees and court costs directly attributable to the defense of such Claim.
2.3 Exclusions
Enforcer Labs' indemnification obligation does NOT apply to Claims arising from:
(a) Customer's modification of the Software;
(b) Combination of the Software with third-party products, services, or data not approved by Enforcer Labs, where the infringement would not have occurred but for the combination;
(c) Use of the Software in a manner not permitted by the Documentation or the EULA;
(d) Use of a version of the Software other than the most current version, if the infringement would have been avoided by using the current version and Enforcer Labs provided the update at no additional charge;
(e) Customer's specifications or instructions that caused the infringement;
(f) Open source components to the extent governed by their own licenses.
2.4 Mitigation
If the Software becomes, or in Enforcer Labs' opinion is likely to become, subject to an infringement Claim, Enforcer Labs may, at its option and expense:
(a) Obtain the right for Customer to continue using the Software;
(b) Replace or modify the Software to make it non-infringing without materially reducing functionality;
(c) If neither (a) nor (b) is commercially reasonable, terminate the license and refund any prepaid unused fees.
3. Customer Indemnification of Enforcer Labs
3.1 Scope
Customer shall defend, indemnify, and hold harmless Enforcer Labs and its directors, officers, employees, and agents ("Enforcer Labs Indemnitees") from and against any third-party Claim arising from or related to:
(a) Customer's use of the Software in violation of the EULA, Terms of Service, or Acceptable Use Policy;
(b) Customer Data or Customer's processing of data within the Software, including claims of intellectual property infringement, privacy violations, or data breaches arising from Customer Data;
(c) Customer's modification, customization, or misconfiguration of the Software;
(d) Customer's combination of the Software with third-party products or services;
(e) Customer's failure to comply with applicable laws, including export control laws, data protection laws, and industry-specific regulations;
(f) Customer's use of the Software's automation or remediation capabilities, including any damage to Customer's or third parties' infrastructure;
(g) Any claim by Customer's end users, employees, or contractors related to Customer's use of the Software;
(h) Customer's breach of its confidentiality obligations.
3.2 Remedies
Customer shall:
(a) Pay all damages finally awarded or agreed in settlement; and
(b) Pay Enforcer Labs' reasonable attorneys' fees and court costs.
4. Indemnification Procedures
4.1 Notice
The indemnified party shall:
(a) Promptly notify the indemnifying party in writing of any Claim (failure to provide prompt notice shall not relieve the indemnifying party of its obligation, except to the extent such failure materially prejudices the defense);
(b) Provide the indemnifying party with all reasonably requested information and cooperation.
4.2 Control of Defense
The indemnifying party shall:
(a) Have sole control over the defense and settlement of the Claim;
(b) Select qualified legal counsel;
(c) Not settle any Claim in a manner that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party's prior written consent.
4.3 Participation
The indemnified party may, at its own expense, participate in the defense with counsel of its choosing, provided it does not interfere with the indemnifying party's control of the defense.
5. Limitation on Indemnification
5.1 Cap
Subject to Section 5.2, the aggregate amount payable by Enforcer Labs under its indemnification obligations shall not exceed:
For Enforcer Dashboard: The total fees paid by Customer in the twenty-four (24) months immediately preceding the Claim.
For Enforcer Marketing: One Hundred United States Dollars (USD $100.00).
5.2 Uncapped Obligations
The indemnification cap in Section 5.1 shall NOT apply to:
(a) Enforcer Labs' IP infringement indemnification under Section 2.1;
(b) Customer's indemnification obligations under Section 3.1;
(c) Either party's liability for fraud, willful misconduct, or gross negligence.
6. Exclusive Remedy
The indemnification obligations in this document state the indemnifying party's sole liability and the indemnified party's exclusive remedy for the matters covered herein.
7. Contact
Enforcer Labs Private Limited
Email: legal@enforcer-cca.com
This document is subject to attorney review. Indemnification caps and uncapped obligations should reflect insurance coverage and commercial risk tolerance.