1. Privacy & Security; Disclosure

Entiros’s privacy and security policies may be viewed at http://www.Entiros.se/privacy. Entiros reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Entiros from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preferences. Note that because the Service is a hosted, online application, Entiros occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Entiros can disclose the fact that you are a paying customer and the edition of the Service that you are using.

2. License Grant & Restrictions

Entiros hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Entiros and its licensors. You may not access the Service if you are a direct competitor of Entiros, except with Entiros prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the Customer Data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. .

You will be granted access to the Service solely through exposed APIs of the service components (the “micro flows”) running on the service. You will not have access to Service facilities, hardware, software and run-time components in any other way. Change and deployment of components will be made available to you through means of checking in source code to the EMF repository and thereafter requesting ICAP (integration certification and publication) from Entiros (which need to be paid for separately). If you require any additional services, you shall order these from Entiros. If you are in any doubt as to what facilities you are permitted to use then please consult your Entiros representative.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Entiros immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Entiros immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Entiros user or provide false identity information to gain access to or use the Service.

4. Account Information and Customer Data

Entiros does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Entiros, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Entiros shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Entiros will make available to you a file of your Customer Data within 30 days of termination if you so request at the time of termination. Entiros reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use your Customer Data immediately ceases, and Entiros shall have no obligation to maintain or forward any Customer Data.

§ 5. Intellectual Property Ownership

Entiros alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Entiros Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Entiros Technology or the Intellectual Property Rights owned by Entiros or relevant parties (see Appendix 0). The Entiros name, the Entiros logo, and the product names associated with the Service Entiros MicroFlows™ are trademarks of Entiros or third parties, and no right or license is granted to use them.

§ 6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from a third party through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Entiros and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. In no event shall Entiros or its licensors be responsible for any content, products, or other materials available from a third party that is transmitted through the Service. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

The Service does not transmit your Customer Data outside the Service, however should you by design transmit Customer Data to any other service or any other application, whether or not you use the Entiros Service to do this, you do this at your own risk and you acknowledge that the security and validity of the Customer Data is your responsibility.

§ 7 Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made at the end of each service month with the allowance of 20 day payment period. unless otherwise mutually agreed upon in an Order Form or through the Online Order Center.
All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all subscriptions ordered for the entire License Term, whether or not such Service licenses are actively used. You must provide Entiros with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Entiros reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

§ 8 Excess Data Storage and Network Traffic Fees

The maximum disk storage space provided to you at no additional charge is 20 GB for customer account.
The maximum network traffic capacity provided to you at no additional charge is 500 GB per month, reserved for each customer account of the Service.

If you choose to add more storage space and/or network traffic capacity the price is regulated by Appendix V “Pricing”.
If the amount of disk storage and/or network traffic capacity required exceeds these limits, you will be charged the then-current storage and traffic fees. Entiros will use reasonable efforts to notify you when the average storage and/or traffic used per instance reaches approximately 90% of the maximum; however, any failure by Entiros to so notify you shall not affect your responsibility for such additional storage charges. Entiros reserves the right to establish or modify its general practices and limits relating to storage of Data.

§ 9 Billing and Renewal

Entiros charges and collects after each month of usage of the Service. Entiros will automatically renew your contract period every 6 months or as otherwise mutually agreed upon. The renewal charges will be equal to the then-current subscription fee in effect during the prior term, unless Entiros has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Entiros’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only country, federal or state taxes based solely on Entiros’s income. You agree to provide Entiros with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Entiros reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless Entiros in its discretion determines otherwise customers will be billed in Swedish kronor (SEK) and subject to Swedish payment terms and pricing schemes. If you believe your bill is incorrect, you must contact us in writing within 10 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

§ 10 Non-Payment and Suspension

In addition to any other rights granted to Entiros herein, Entiros reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for instance licenses during any period of suspension. If you or Entiros initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Entiros reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Entiros has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

§ 11 Scaling/Termination upon Expiration/Reduction of Licenses of the Service

This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Standard initial subscription term of the Service is 6 months.
Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one (1) year, if the Initial Term is greater than 6 months). Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least forty five (45) days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Entiros will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Entiros has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
The Service is scalable per instance as per Appendix III. You are free to scale down the service in (i) instaces run (ii) service levels and (iii) performance levels required by notifying Entiros of the change thirty (30) days before the scaling is needed, to guarantee timely delivery of the change, should you decide not to use the service for a remainder of a contract term.

§ 12 Termination for Cause

Any breach of your payment obligations or unauthorized use of the Entiros Technology or Service will be deemed a material breach of this Agreement. Entiros, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Entiros may terminate a free account at any time in its sole discretion. You agree and acknowledge that Entiros has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

§ 13 Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Entiros represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Entiros help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

§ 14 Mutual Indemnification

You shall indemnify and hold Entiros, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Entiros(a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Entiros of all liability and such settlement does not affect Entiros’s business or Service); (c) provides to you all available information and assistance; and (d) has not
compromised or settled such claim. Entiros shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Entiros of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Entiros; provided that you (a) promptly give written notice of the claim to Entiros; (b) give Entiros sole control of the defense and settlement of the claim (provided that Entiros may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Entiros all available information and assistance; and (d) have not compromised or settled such claim. Entiros shall have no indemnification obligation, and you shall indemnify Entiros pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

§ 15 Disclaimer of Warranties

Entiros and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content.
entiros and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error- free or operate in combination with any other hardware, software, system or customer data, (b) the service will meet your requirements or expectations, (c) any stored customer data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. the service and all content is provided to you strictly on an "as is" basis. all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by entiros and its licensors.

§16 Internet Services

Entiros’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. entiros is not responsible for any delays, delivery failures, or other damage resulting from such problems.

§ 17 Limitation of Liability

In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. in no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of customer data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

§ 18 Additional Rights

Certain countries and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

§ 19 Local Laws and Export Control

The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The User of this Service acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

§ 20 Notice

Entiros may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Entiros account information, or by written communication sent by first class mail or pre-paid post to your address on record in Entiros account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Entiros (such notice shall be deemed given when received by Entiros) at any time by any of the following:
electronic letter sent by email to and confirmed received by Entiros at the following address: info@entiros.se
traditional letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Entiros at the following address: Entiros AB, Hermelinsgatan 7, 573 33 Tranås, Sweden, addressed to the attention of Entiros Admin.

§ 21 Modification to Terms

Entiros reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly
reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

§ 22 Assignment; Change Control

This Agreement may not be assigned by you without the prior written approval of Entiros but may be assigned without your consent by Entiros to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Entiros directly or indirectly owning or controlling 50% or more of you shall entitle Entiros to terminate this Agreement for cause immediately upon written notice.

§ 23 General

This Agreement shall be governed by Swedish law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Sweden. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Entiros as a result of this agreement or use of the Service. The failure of Entiros to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Entiros in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Entiros and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

§ 24 Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Entiros website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Entiros from time to time in its sole discretion;
“API” means Application Programming Interface;
"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
“Customer” means an organization including its subsidiaries holding a valid EMF agreement
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service, including any logging data produced as a result of using the Service;
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
"Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"License Term(s)" means the period(s) during which a specified number of Flows are licensed for use in the Service pursuant to the Order Form(s);
“MicroFlow” See below in separate section.
"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of Flows at certain service level and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Entiros’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service;
“Entiros” means Entiros AB, a private company having its principal at Hermelinsgatan 7, 573 33 Tranås Sweden.
"Entiros Technology" means all of Entiros’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Entiros in providing the Service;
"Service(s)" means the specific edition of Entiros EMF™, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Entiros as online or offline products and services provided to you by Entiros, to which you are being granted access under this Agreement, including the Entiros Technology and the Content;
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords or other means of access to the Service by you (or by Entiros at your request), including indirect users through applications and information systems connected to the Service.
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“MicroFlow” mean the EMF Service instance that consists of a runnable micro service with main purpose of inter-connection and information flow between other MicroFlows or customer micro services, softwares ,SaaS and other information services.

Each MicroFlow consist of
i) an API with 1-N services exposed
ii) an implementation of logic called through the API
iii) a set of outbound calls “references” to 1-M other services

Limitation:
Each MicroFlow may not be
1. directly dependent to more than one (1) outbound system call.
Purpose is to limit the dependency complexity of a single MicroFlow.
Note that each MicroFlow can call an unlimited number of other MicroFlows
2. consuming more than one (1) Amazon EC2 compute unit.
If the performance is not sufficient another Flow is activated.

Recommendation:
A customer may choose one of two strategies in MicroFlows
a) Large services – with wider APIs, heavier logic & more references
b) Small services – with smaller APIs, smaller logic & less references

The number of MicroFlows, the selected service level and the performance/capacity required is the main drivers in the fees of the EMF service. In order to reach the long terms goals of reuse and organizational agility Entiros recommend a sound structure with division of MicroFlows in
- layers with MicroFlows for channels, processes and systems
- logical purpose with MicroFlows for each channel, process and system
- operational purpose with MicroFlows for each zone, environment, geography

Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@entiros.se

§ 25 Software licenses used under EMF license

Entiros is built EMF using open source components as listed below:

Apache Camel
http://www.apache.org/licenses/LICENSE-2.0.html
Active MQ
http://www.apache.org/licenses/LICENSE-2.0.html
Docker
http://www.apache.org/licenses/LICENSE-2.0.html
Maven
http://www.apache.org/licenses/LICENSE-2.0.html
MySQL
http://www.gnu.org/licenses/old-licenses/gpl-2.0.html
Spring Framework
http://www.apache.org/licenses/LICENSE-2.0.html


The customer specific MicroFlows produced - and put under support as defined in this agreement – are under the terms stated in “Entiros General Terms”

The customer specific MicroFlows are the asset of the customer - after direct or indirect acceptance test by customer followed by Entiros delivery of the MicroFlows. Any non-customer specific MicroFlows, that are not explicitly delivered to customer as part of Entiros delivery process, are not the asset of the customer but at the ownership of Entiros.

If customer shall decide to leave the EMF service - from other cause than agreement breach by customer - the MicroFlows necessary to maintain operation of customer service will be made available to under open source contribution license CPAL 1.0 https://opensource.org/licenses/CPAL-1.0 but NOT further supported by Entiros. This include specifically the ManagmentFlows (error handling, logging, monitoring etc.) utilized by customer as part of the EMF service.

Undefined