%3Cp%3ETHIS AGREEMENT (“AGREEMENT”) IS BETWEEN THE CUSTOMER WHO ORDERS SAAS (“CUSTOMER”) AND EntIT Software LLC (“EntIT”). Customer’s use of and access to SaaS is governed by this Agreement and the terms of Customer’s Order. BY USING OR ACCESSING SAAS, OR BY CHOOSING THE “I ACCEPT” OPTION FOR THESE TERMS, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS SAAS.%3C/p%3E
%3Cp%3EThe following terms apply if you are ordering in a country outside of the European Union or Switzerland:%3C/p%3E
%3Ch3%3EEntIT CUSTOMER TERMS - SOFTWARE-AS-A-SERVICE%3C/h3%3E
%3Col%3E
%3Cli%3E%3Cstrong%3EScope and Parties%3C/strong%3E. These EntIT Customer Terms for Software-as-a-Service (the “Agreement”) govern the purchase, access and use of software-as-a-service from EntIT Software LLC (“EntIT”) by the Customer entity identified below (“Customer”). The terms of this Agreement become effective when EntIT accepts Customer’s order, upon renewal of an order or upon Customer’s use of EntIT SaaS (defined below) (“Effective Date”), and will remain in effect unless terminated pursuant to section 19 (Termination).%3C/li%3E
%3Cli%3E%3Cstrong%3EENTIT Software-as-a-Service%3C/strong%3E. “EntIT Software-as-a-Service” or “EntIT SaaS” mean the EntIT branded online software solutions that EntIT makes available for Customer use through a network connection, each as described in the applicable supporting material and other exhibits or attachments that are each made a part of this Agreement (collectively, “Supporting Material”). The terms for use of each EntIT SaaS is stated in the Supporting Material. Supporting Material may include service descriptions, data sheets, statements of work and their applicable exhibits, addenda, and attachments which may be available to Customer in hard copy or by accessing an EntITwebsite. In the event of a conflict, Supporting Material takes precedence over this Agreement.%3C/li%3E
%3Cli%3E%3Cstrong%3EOrders%3C/strong%3E. Customer may place orders for EntIT SaaS through our website, customer-specific portal, or by letter, fax, or e-mail (each upon EntITs acceptance, an “Order”). The term of each EntIT SaaS subscription is stated in the applicable Order or Supporting Material and begins on the date that EntIT SaaS is made available to Customer (“SaaS Order Term”).%3C/li%3E
%3Cli%3E%3Cstrong%3EAccess Rights%3C/strong%3E. During the applicable SaaS Order Term, Customer may access and use EntIT SaaS in accordance with the applicable Supporting Material and this Agreement. Customer is responsible for complying with the terms of this Agreement and the Supporting Material. Customer is responsible for any and all use of EntIT SaaS through Customer’s credentials or any account that Customer may establish. Customer agrees to maintain the confidentiality of Customer’s account, credentials, and any passwords necessary to use EntIT SaaS. Should Customer believe that there has been unauthorized use of Customer’s account, credentials, or passwords, Customer must immediately notify EntIT.%3C/li%3E
%3Cli%3E%3Cstrong%3EUsage Limitations%3C/strong%3E. EntIT SaaS may be used only for Customer’s internal business purposes and not for commercialization. Customer will not: (i) exceed any usage limitations identified in the Supporting Material; (ii) except to the extent expressly permitted in Supporting Material, sell, resell, license, sublicense, lease, rent, or distribute EntIT SaaS or include EntITSaaS as a service or outsourcing offering, or make any portion of EntIT SaaS available for the benefit of any third party; (iii) copy or reproduce any portion, feature, function, or user interface of EntIT SaaS; (iv) interfere with or disrupt the integrity or performance of EntIT SaaS; (v) use EntIT SaaS to submit, send, or store Customer-provided SaaS Data that is obscene, threatening, libelous or otherwise unlawful or tortuous material, violates any third party’s privacy rights, or infringes upon or misappropriates intellectual property rights; (vi) use EntIT SaaS to disrupt or cause harm to a third party’s system or environment; (vii) access EntIT SaaS to build a competitive product or service; or (viii) reverse engineer EntIT SaaS. Customer is responsible for complying with all terms of use for any software, content, service, or website it loads, creates, or accesses when using EntIT SaaS.%3C/li%3E
%3Cli%3E%3Cstrong%3EPayment terms%3C/strong%3E.
%3Cp%3Ea. %3Cstrong%3EPrices and Taxes%3C/strong%3E. Prices will be as quoted in writing by EntIT or, in the absence of a written quote, as set out on our website, customer-specific portal, or EntIT published list price at the time an order is submitted to EntIT. Prices are exclusive of taxes, duties, and fees unless otherwise quoted. If a withholding tax is required by law, please contact EntIT order representative to discuss appropriate procedures.%3C/p%3E
%3Cp%3Eb. %3Cstrong%3EInvoices and Payment%3C/strong%3E. Customer agrees to pay all invoiced amounts within thirty (30) days of EntIT’s invoice date. EntIT may suspend or cancel performance of open Orders or services if Customer fails to make payments when due.%3C/p%3E
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%3Cli%3E%3Cstrong%3ECustomer-provided SaaS Data%3C/strong%3E. Customer is solely responsible for the data, text, audio, video, images, software, and other content input into an EntIT system or environment during Customer’s access or use of EntIT SaaS (“Customer-provided SaaS Data”). As between EntIT and Customer, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer-provided SaaS Data. Customer hereby provides to EntIT all necessary rights to Customer-provided SaaS Data to enable EntIT to provide EntIT SaaS. EntIT will use Customer-provided SaaS Data only as necessary to provide EntIT SaaS, technical support, or as otherwise required by law.%3C/li%3E
%3Cli%3E%3Cstrong%3EPersonal Data%3C/strong%3E.
%3Cp%3Ea. If, in the course of providing EntIT SaaS, EntIT agrees in writing to process Customer Personal Data, EntIT shall process such data only as permitted under this Agreement and in compliance with data protection legislation to which EntIT is subject as a service provider and processor of Customer Personal Data.%3C/p%3E
%3Cp%3Eb. “Customer Personal Data” means personal data of which Customer or its affiliates is the controller and which EntIT processes in the course of providing EntIT SaaS. The terms “controller”, “processor”, “process”, “processed”, “processing”, and “personal data” used in this Agreement shall be as defined by EU Directive 95/46/EC, unless otherwise defined by applicable data protection legislation.%3C/p%3E
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%3Cli%3E%3Cstrong%3EData Security%3C/strong%3E. EntIT implements technical and organizational measures to protect Customer-provided SaaS Data. The Supporting Material for each EntIT SaaS describes the measures implemented for such EntIT SaaS.%3C/li%3E
%3Cli%3E%3Cstrong%3EEntIT SaaS Performance and Operations%3C/strong%3E. EntIT’s ability to deliver EntIT SaaS will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver EntIT SaaS.%3C/li%3E
%3Cli%3E%3Cstrong%3EEntIT SaaS Operations%3C/strong%3E. So long as during the SaaS Order Term, EntIT does not materially degrade the functionality, as described in Supporting Material, of EntIT SaaS: (i) EntIT may modify the systems and environment used to provide EntIT SaaS; and (ii) EntIT reserves the right to make any changes to EntIT SaaS that it deems necessary or useful to maintain or enhance the quality or delivery of EntIT’s services to its customers, the competitive strength of or market for EntIT’s services, or EntIT SaaS’ cost efficiency or performance. EntIT may use global resources, such as EntIT affiliates or third parties in worldwide locations to provide EntIT SaaS and perform its obligations.%3C/li%3E
%3Cli%3E%3Cstrong%3ELicense Grant to Software in connection with EntIT SaaS%3C/strong%3E. To the extent that EntIT provides software in connection with EntIT SaaS, EntIT grants Customer a non-exclusive and non-transferable license to use the version or release of the EntIT-branded software listed in the Order or the applicable Supporting Material (the “Licensed Software”) during the SaaS Order Term. Unless otherwise stated in writing, Customer may only use the Licensed Software for internal purposes and not for further commercialization. Customer may make a copy or adaptation of the Licensed Software only for archival purposes or when it is an essential step in the authorized use of the Licensed Software. Customer agrees that it will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of any Licensed Software unless permitted by statute, in which case Customer will provide EntIT with reasonably detailed information about those activities. For non-EntIT branded software, the third party’s license terms will govern its use. EntIT may monitor and audit Customer use of the Licensed Software and compliance with any associated license terms and, if EntIT makes a license management program available, Customer agrees to install and use it within a reasonable period of time. Customer may not sublicense, assign, transfer, rent, or lease the Licensed Software except as permitted in writing by EntIT.%3C/li%3E