Terms of Service

Ellie is an online service (the “service”) provided by Ellie Technologies Oy (the “supplier”), a Finnish private limited company with Business ID 2961688-8, having its registered address at [PRH-tieto: Itälahdenkatu 22 A00210] Helsinki, Finland.

These are Ellie’s terms of service. By using the service, the customer accepts these terms as binding. These terms of service shall apply between the customer and the supplier with regard to services unless otherwise expressly agreed in writing.

In these Terms of Service:

1. The Service

Ellie is a SaaS-based web application for data modeling and information architecture management.

Ellie is a multi-tenant app, for which each customer gets their own instance. The customer’s Ellie instance can be accessed via their own custom URL, e.g. http://customer.ellie.ai.

In terms of technology, Ellie is a cloud-native Javascript application that runs on every major browser without any installation on the customer’s end. Its backend and databases (PostgreSQL) are hosted securely in AWS Frankfurt. Users access Ellie via the browser-based UI.

Key features of the service:

• Easy to learn, business-friendly data modeling methodology

• Fast and intuitive UI for creating data models

• Multi-user editing on the modeling canvas

• Business glossary with rich, customizable metadata

• Re-usable data entities as defined in the glossary used in all models

• Data entities defined once, utilized everywhere

• Import & export functionality for the glossary

• Model exports as PDF or CSV (human- and machine-readable)

• Share models and glossary entries with fixed URL links

• Self-service user management with email-based Ellie accounts (Azure Active Directory option coming soon)

2. Service level

The supplier will seek to keep the service available for the use of the customer without interruptions. However, the supplier does not guarantee that the service is error-free or available to the customer without interruptions. Unless expressly agreed in writing, the supplier shall have the right to suspend delivery of the service for a reasonable duration if this is necessary in order to perform installation, change, or maintenance work in respect of the service and such installation, change or maintenance work cannot be performed at a reasonable cost without suspension of the service. The supplier will seek to inform the customer of the interruptions in good time beforehand.

3. Changes to the service and these terms of service

Further development. The supplier aims to maintain only one version of any particular service at a time. The supplier shall be entitled to develop the service at its sole discretion. Therefore, the supplier may effect changes to the content, appearance, features, and production environment of the service.

Changes to these terms. The supplier shall have the right to modify these terms of service, service descriptions, and any service-specific terms provided that such changes are announced on the supplier’s website well before the changes come into effect. By continuing to use the service, the customer accepts such changes.

4. Rights to the service and customer’s data

Rights to service. The title, copyright, and all other intellectual property rights to the service, its appearance, trademarks, logos, and symbols and amendments thereto shall belong to the supplier or a third party or a licensor. The supplier grants the customer a non-exclusive non-transferable license to use the service solely in executable form and only to the extent necessary for use of the service and for no other purpose.

Customer data. The intellectual property rights and the title to all data transferred to the service by the customer shall belong to the customer or a third party. The supplier has the right to use such data only for the purposes of the agreement. The customer agrees not to save to or send material through the service that may be deemed illegal or inappropriate.

Personal data. The service is not intended for storage or processing of personal data as defined in the EU Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”).

Storage of customer data. The supplier’s responsibility to store the customer’s data terminates 30 days from the termination of the agreement, after which the supplier shall have the right to destroy the customer data. Before the customer data is destroyed, the customer has the right to request the supplier for assistance in retrieving customer data. In such a case, the supplier shall have the right to charge for the collection, processing, and delivery of the information in accordance with its then-current pricing principles. However, the supplier shall be entitled to destroy or retain the customer data to the extent required by law or regulation by authority.

Copyright infringements. The customer agrees not to save material protected under copyright laws to the service unless the customer has the right to use such material in the service. The supplier has the right to prevent displaying of such material on the service and the right to remove such material from the service. The customer shall at its own expense indemnify the supplier against claims presented against the supplier, and compensate all damages to the supplier arising from such claims.

Data analytics. The supplier has the right to view and process customer data for data analytics and purposes of improving its business.

5. Use of the service and the suspension of service

User IDs. The customer shall be responsible for ensuring that its users maintain user names and passwords diligently and do not disclose them to third parties. The customer will be responsible for activities that occur under the customer’s service account, including actions taken by the customer’s employees and other representatives as well as their compliance with this agreement.

Unauthorized use. The customer must promptly notify the supplier if the customer suspects that an unauthorized third party is using, or may have access to, the service or the customer’s service account. The notice can be made by e-mail to support@ellie.ai.

Denial of access due to breach of these terms. The supplier shall have the right to deny the customer access to the service if the supplier reasonably suspects that the customer is in breach of these terms of service or the agreement, or if the customer has not paid due charges.

Denial of access due to harmful use. The supplier shall have the right to deny the customer access to the service without first hearing the customer if the supplier reasonably suspects that the customer burdens or uses the service in such a manner as to jeopardize the delivery of the service to other users. The supplier shall without undue delay inform the customer of the reasons for such denial.

6. Prices, payments, and invoicing

Currency. The currency to be used for prices and invoicing is the Euro.

Default prices. If a price for the service has not been agreed in the agreement or otherwise, the price in the supplier’s current price list shall apply to the service in question.

Public charges. Value-added tax shall be added to the prices in accordance with the then-current regulations. If the amount of public charges determined by the authorities or their collection basis change due to changes in the regulations or taxation practice, the prices shall be revised correspondingly.

Payment term. The supplier will invoice for recurring charges and other periodically invoiced charges in advance. The payment term is 14 days net from the date of invoice. Interest on delayed payments accrues in accordance with the Finnish Interest Act.

7. Changes in prices

The supplier shall be entitled to adjust the charge of the service by notifying the customer of the change at least 60 days before the effective date of the change.

8. Confidentiality

As part of the features and nature of the service, all or a part of the information entered by the customer may be publicly seen where the service is in its intended use. The customer is always responsible for any confidentiality obligations related to the information that it transfers to the service.

9. No warranty; limitation of liability

No warranty. The services are provided on an “as-is” and “as available” basis, and the supplier will not give the customer any warranty or guarantee, express or implied, for the services, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance, or non-infringement. The parties expressly note that the services are not designed to be error-free or uninterrupted and therefore they are neither intended nor fit for purposes that require fail-safe performance.

Limitation of liability. The supplier or any of its subcontractors shall not be liable for any direct, indirect, or consequential damages that may arise from the use of the service, especially with regard to data loss or breach of data security due to unauthorized or illegal activities by any party.

10. Cancellation of the agreement

The supplier shall be entitled to cancel the agreement wholly or in part if the customer has not paid a due and correct payment within 30 days of a written overdue payment reminder.

11. Applicable law and settlement of disputes

Applicable law. The agreement shall be governed by the laws of Finland without regard to its choice of law rules, including the UN CISG and any choice of law principles that could lead to the application of a law of a country any other than Finland.

Disputes. Any dispute, controversy, or claim arising out of the agreement shall be resolved in the district court of Helsinki.