GHOST NODES –
SUBSCRIPTION AGREEMENT
1. Overview
This Subscription Agreement (“Agreement”) governs access to and use of the Ghost Nodes platform and related software components (“Service”) provided by Ghost Labs AB (“Ghost Labs”, “we”, “us”, or “our”).
Ghost Nodes is a distributed integration and automation platform designed to operate across customer-controlled infrastructure, cloud environments, data centers, and other designated environments.
Certain Ghost Nodes services may be operated by Ghost Labs, while Ghost Nodes software components are deployed within infrastructure controlled by the Customer.
By subscribing to the Service, the Customer agrees to this Agreement.
2. Definitions
For the purposes of this Agreement:
Service
means the Ghost Nodes platform, software components and related services provided by Ghost Labs under the applicable subscription.
Customer Infrastructure
means infrastructure, systems, networks and environments owned, operated or otherwise controlled by the Customer or by third parties selected by the Customer, in which Ghost Nodes Components are deployed or operate.
Ghost Nodes Components
means Ghost Nodes gateway software, agents, monitoring services and other software components provided by Ghost Labs for deployment within Customer Infrastructure.
Customer Data
means configuration data created, uploaded, generated or stored by the Customer in connection with the configuration and management of the Service.
Customer Data may include graph definitions, integration configurations, mappings, connection and endpoint configurations, schedules and other platform settings.
For the avoidance of doubt, Customer Data does not include workflow payload data, application data, business data or other data that is merely transmitted, transformed, routed or otherwise processed by Ghost Nodes Components within Customer Infrastructure.
Subscription Term
means the subscription period specified in the applicable order, agreement, quotation or other commercial document agreed between Ghost Labs and the Customer.
3. Right to use the service
Ghost Labs grants the Customer a non-exclusive and non-transferable right to access and use the Service during the Subscription Term.
The Customer may deploy Ghost Nodes Components within Customer Infrastructure for the purpose of operating integrations, automation workflows, data flows and monitoring services.
Unless otherwise agreed in writing, the Customer may not:
- resell or sublicense the Service;
- make the Service available for use by unrelated third parties;
- reverse engineer, decompile or otherwise attempt to derive the source code of the Service, except where such restriction is prohibited by applicable law;
- circumvent subscription limits, licensing mechanisms or billing controls.
All intellectual property rights in and to Ghost Nodes, including its software, source code, architecture, adapters, libraries, templates, documentation, tools, know-how and related technology, remain the exclusive property of Ghost Labs or its licensors.
Any modifications, enhancements, improvements or generic developments to Ghost Nodes made during the Subscription Term remain the property of Ghost Labs unless expressly agreed otherwise in writing.
4. Customer infrastructure
Ghost Nodes Components may operate within infrastructure provided, selected or controlled by the Customer.
The Customer is responsible for Customer Infrastructure, including:
- infrastructure availability and capacity;
- operating systems and runtime environments;
- network connectivity and network configuration;
- firewall and routing configuration;
- identity and access configuration relating to Customer Infrastructure;
- security and patch management of Customer-controlled systems;
- third-party systems and services selected or operated by the Customer.
Ghost Labs is responsible for the Ghost Nodes software provided by Ghost Labs but is not responsible for outages, failures, performance degradation or security incidents caused by Customer Infrastructure, third-party systems, network conditions or other components outside Ghost Labs’ reasonable control.
5. Customer data and personal data
The Customer retains all rights to Customer Data.
Ghost Labs may process Customer Data only to the extent necessary to provide, operate, maintain, support and improve the Service in accordance with this Agreement.
The Customer remains responsible for all workflow payload data, application data, business data and other information processed through integrations or workflows operating within Customer Infrastructure.
Ghost Labs does not access, receive, store or otherwise process workflow payload data or application data solely as a result of Ghost Nodes Components transmitting, transforming, routing or otherwise processing such data within Customer Infrastructure.
The fact that Ghost Nodes software processes data within Customer Infrastructure does not, by itself, mean that Ghost Labs receives or processes such data.
The Customer is responsible for determining the purposes and means of processing personal data contained in its systems, integrations and workflows and for ensuring that such processing complies with applicable data protection legislation.
To the extent that Ghost Labs actually processes personal data on behalf of the Customer in connection with a Ghost Labs-operated component, Customer Data or a support service, Ghost Labs will act as a data processor solely in relation to that processing.
Where Ghost Labs acts as a data processor on behalf of the Customer, such processing will be governed by an applicable data processing agreement entered into between the parties.
Nothing in this Agreement shall be interpreted as making Ghost Labs a data processor for personal data that is processed solely within Customer Infrastructure and is not accessed, received or otherwise processed by Ghost Labs.
6. Telemetry
Ghost Nodes Components may transmit limited operational telemetry to Ghost Labs where required to operate, maintain, secure or support the Service.
Operational telemetry may include information such as:
- node and component identifiers;
- software and component versions;
- system health information;
- availability and service status information;
- technical diagnostic information.
Operational telemetry is separate from Customer Data as defined in this Agreement.
Operational telemetry does not include workflow payload data, application data or business data processed by integrations or workflows within Customer Infrastructure.
Ghost Labs will use operational telemetry only for legitimate purposes related to operating, securing, maintaining, supporting and improving the Service.
7. Acceptable use
The Customer must use the Service in accordance with the Ghost Nodes Acceptable Use Policy and applicable law.
The Customer must not use the Service in a manner that threatens the security, integrity or availability of the Service or attempts to circumvent technical or commercial restrictions applicable to the subscription.
Ghost Labs may suspend access to the Service where reasonably necessary to prevent material misuse, security threats or violations of the Acceptable Use Policy.
Where reasonably possible, Ghost Labs will inform the Customer before such suspension and cooperate with the Customer to restore access once the relevant issue has been resolved.
8. Subscription and payment
The Service is provided on a subscription basis.
Subscriptions may include:
- usage-based subscriptions
- committed subscriptions
- capacity-based subscriptions
- trial subscriptions
The applicable Subscription Term, subscription level, usage or capacity limits, fees and payment terms are specified in the applicable order, agreement, quotation or other commercial document agreed between Ghost Labs and the Customer.
The subscription remains in effect for the agreed Subscription Term.
Any renewal, extension or replacement subscription will be governed by the terms agreed between the parties for the relevant subscription period.
Fees are payable in accordance with the applicable commercial terms.
Ghost Labs may change generally applicable pricing for future subscription periods. Any such change will not affect committed pricing during an existing Subscription Term unless otherwise expressly agreed.
At the end of the Subscription Term, unless the parties have agreed to a renewal or extension, the Customer’s right to use the Service ends and the Customer is responsible for discontinuing use of and, where applicable, removing Ghost Nodes Components from Customer Infrastructure.
9. Service Changes
Ghost Labs continuously develops and improves Ghost Nodes and may modify, update or replace functionality during the Subscription Term.
Such changes will not materially reduce the overall core functionality of the Service purchased by the Customer during the applicable Subscription Term.
Ghost Labs may introduce new functionality, components, integrations or technical capabilities as part of the Service or as separately licensed functionality.
10. Warranties
Ghost Labs warrants that the Service will perform substantially in accordance with the applicable Ghost Nodes documentation when used in accordance with that documentation and this Agreement.
Ghost Labs does not warrant that the Service will operate without interruption or that software will be entirely free from defects or vulnerabilities.
Except for the warranties expressly stated in this Agreement, the Service is provided on an “as is” and “as available” basis to the maximum extent permitted by applicable law.
The warranties in this Agreement do not apply to issues caused by Customer Infrastructure, third-party systems, unsupported modifications, misuse of the Service or circumstances outside Ghost Labs’ reasonable control.
11. Limitation of Liability
To the maximum extent permitted by applicable law, Ghost Labs’ aggregate liability arising out of or relating to the Service or this Agreement shall not exceed the fees paid or payable by the Customer under the applicable subscription during the twelve (12) months preceding the event giving rise to the claim.
Ghost Labs shall not be liable for indirect, incidental, consequential or special damages, including:
- loss of profit or revenue
- loss of anticipated savings
- loss of business opportunity
- business interruption
- loss of goodwill
- loss or corruption of data
The limitations in this Section apply irrespective of the legal basis of the claim, except to the extent that liability cannot lawfully be limited or excluded under applicable law.
12. High-Risk Use
The Service is not designed or intended to function as the primary safety mechanism in systems where failure of the Service could directly result in death, personal injury or material environmental damage.
Where the Customer chooses to use Ghost Nodes in connection with safety-critical environments, the Customer is responsible for implementing appropriate independent safety mechanisms, redundancy and operational controls.
Ghost Labs does not assume responsibility for the design or operation of such safety mechanisms unless expressly agreed in writing.
13. Governing Law
This Agreement is governed by the laws of Sweden, without regard to its conflict-of-law principles.
Unless otherwise agreed in writing between the parties, disputes arising out of or relating to this Agreement shall be subject to the jurisdiction of the Swedish courts.
This Subscription Agreement may be supplemented by applicable Ghost Nodes policies and commercial terms, including:
- Acceptable Use Policy
- Priva cy Policy
- Subprocessor information
- Service Level Agreement, where applicable
- Data Processing Agreement, where applicable
In the event of a conflict between this Subscription Agreement and a separately executed agreement between Ghost Labs and the Customer, the separately executed agreement shall prevail to the extent of the conflict.