Yubico Sale and License Agreement for Consumers acquiring Products in the Americas

Updated October 30, 2025

This Sales and License Agreement only applies to you if, when purchasing, acquiring, or using the Products (as defined below) you are acting as a consumer, i.e. for personal purposes which are outside a trade, business, craft or profession. Please read the following terms and conditions before purchasing or using Yubico Products, including but not limited to YubiKey and YubiHSM Products (“Hardware”) and Yubico Validation Services, including YubiCloud (“Validation Service”) (collectively, the Hardware and Validation Service shall be referred to as “Products”).

The terms and conditions of this Sales and License Agreement, together with the Yubico ordering document you may have executed or agreed to, including during the checkout page via Yubico’s online webstore (“Webstore”) (“Order Confirmation”) (this Sales and License Agreement and, if any, the Order Confirmation, collectively the “Agreement”) are an Agreement between you and Yubico and govern your purchase or usage of Products.

“Yubico” means: Yubico, Inc., 5201 Great America Parkway, Suite 122, Santa Clara, CA 95054, U.S.A. “You” or “you” refers to you as a consumer. References herein to the “Parties” or a “Party” shall mean you and Yubico, as applicable. 

By purchasing or using the Products, you intend and expressly agree to be bound by all the terms and conditions of this Agreement.  This is a legally binding Agreement between you and Yubico. If you do not understand the terms and conditions or do not accept any part of them, you may not use the Products. 

1.  Orders, Acceptance and Cancellation.  

For purchases made in the Webstore, Yubico is your contractual partner. By clicking on the final order button on the checkout page, you place a binding offer to buy the Product(s). Yubico may send an order confirmation email to acknowledge receipt of your order, but Yubico does not accept your order until we send you notice that the Product(s) has shipped. Yubico reserves the right at any time, even after we send you a confirmation email, to decline or cancel your order or to limit order quantities for any reason, including but not limited to (a) errors, (b) suspicious or fraudulent activity, (c) you do not live in a country from which Product(s) may be purchased, (d) your order exceeds the maximum permitted number of Product(s), or (d) the Products you ordered are out of stock. 

If you purchase Products directly from the Webstore, you may exercise your 45-day right of return by submitting your return using the following instructions: https://support.yubico.com/hc/en-us/requests/new. You may also find information on the Returns process here: https://support.yubico.com/hc/en-us/articles/5036386247964-How-do-I-make-a-return.  If you purchased from other third-party vendors, including retail stores, please contact those vendors directly for more information about possible refund policies.

The language available for the formation of the Agreement is English and the governing language of this agreement is English. You can view the text of the Agreement on the Webstore. If you need a copy of the Agreement that was current at the time of your purchase, you may request a copy from our support team at https://support.yubico.com/hc/en-us.

2. Use of Software and Restrictions.

(a) License Grant. The Hardware may contain certain object code software deployed onto its secure hardware prior to delivery to the user (“Firmware”) and/or separately provided software for use with the Hardware (“Software Utilities”) (collectively, such Firmware and Software Utilities being “Software”). Yubico grants you a personal, non-exclusive, non-sublicensable, non-assignable and non-transferable license to use the Software solely as part of your use of the Hardware, in accordance with the published specifications for the Product and for your internal non-commercial use. You may use the Firmware only as originally deployed onto the Hardware.

(b) Restrictions. You shall not: (i) modify, translate or create derivative works from the Products; (ii) disassemble, decompile, reverse engineer, perform cryptographic analysis on or otherwise attempt to derive the source code of the Products, in whole or in part, unless expressly permitted by applicable law in the jurisdiction of use despite this prohibition; (iii) disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you (or a third-party contracted by you) run on the Products, in whole or in part; (iv) separate the Firmware from the remainder of Hardware or use the Software on another device; (v) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Validation Service; (vi) sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products or its Software; (vii) make the functionality of the Products available to any third party through any means, including without limitation by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or other type of services; or (viii) use, or make available, the Validation Service with non-Yubico Products.

(c) Optional Items. From time-to-time, Yubico at its sole discretion, may make available to you optional items including but not limited to (i) optional Software Utilities and beta software for supporting the usage of the Hardware; and (ii) pre-release Hardware (collectively “Optional Items”). Unless a particular Optional Item includes its own separate and specific terms and conditions, this Agreement shall govern the usage of Optional Items. Conditioned upon your compliance with the terms and conditions of this Agreement, Yubico grants you a non-exclusive and non-transferable license to use the Optional Items solely in executable form and solely for your internal business purposes of supporting the Hardware and in the case of pre-release Hardware, for evaluation purposes. Optional Items are not fully tested by Yubico and may include significant issues. You acknowledge that Optional Items are likely to present risks associated with their use. Yubico strongly recommends that you back up all your data prior to using optional items from any source. Notwithstanding anything to the contrary in this Agreement, Optional Items are provided “as is”, and do not carry any warranties or maintenance or support; similarly, in no event shall Yubico be liable for any damage arising from the use of Optional Items.

3. Ownership.
The Software is licensed not sold. All title to the Software and other Yubico intellectual property rights related to the Software such as, but not limited to, copyright, trade secrets, patents, trademarks and service marks, shall always remain with Yubico and its licensors as applicable. To the extent you provide any suggestions or comments related to the Products, Yubico shall have the right to retain and use any such suggestions or comments in current or future products or subscriptions, without your approval or compensation to you.

4. Customer Support. 
You may access our customer support resources at https://support.yubico.com/hc/en-us. Support provided is on an “as is” basis without any warranties, service levels or obligations. As a purchaser or user of Yubico Products you agree to abide by Yubico’s Customer Code of Conduct located at https://www.yubico.com/support/terms-conditions/customer-code-of-conduct/ when engaging Yubico’s customer support resources. 

5. Payment, Taxes, and Delivery.

(a) Reseller Purchases. The entirety of this Section 5 does not apply to you if you purchased Products from a Yubico authorized retailer, distributor or reseller. All commercial terms, including but not limited to payment, taxes, and delivery shall be determined and settled between you and such distributor or reseller.

(b) Yubico Webstore Purchases. If you are purchasing from the Webstore, applicable fees will be set forth on the website at the time of purchase.

(c) Prices on the Webstore.  Prices on the Webstore are (i) subject to change and (ii) are exclusive of shipping fees and are also exclusive of applicable VAT, sales tax, import duties, and custom fees, if any. To allow you to determine what import duties and customs fees, if any, may be added to your order, please contact us by opening a support ticket here https://support.yubico.com/support/tickets/new to determine the country we will ship from. Shipping fees will vary based on the location of delivery and indicated before the purchase is concluded in the Webstore.  

The country from which your order is shipped will be shown to you at checkout. For specific information on what country your order is shipped from, please contact us by opening a support ticket here https://support.yubico.com/support/tickets/new. Generally, if the delivery country is in the Americas, we ship from the USA, otherwise we ship from Sweden or as otherwise indicated on the Webstore checkout page. 

(d) Delivery. Any delivery dates or times provided by Yubico are estimates only and are not guaranteed.

6. Warranty, Exclusions, Disclaimer.
(a) Warranty. Yubico warrants that the Hardware will be free from defects in material and workmanship for a period of one year from the date of delivery to the original purchaser who has purchased Hardware from Yubico or its authorized resellers (the “Warranty Period”) (such warranty being the “Limited Warranty”). If a defect in material or workmanship arises within the Hardware during the Warranty Period and the Hardware is returned to Yubico within the Warranty Period, Yubico will, at its sole option and subject to applicable laws: (a) repair or replace any defective Hardware with a new or refurbished product; or (b) refund the original purchase price of the Hardware. The Warranty Period for any repaired or replacement Hardware will persist for the longer of the remainder of the original one-year Warranty Period or 90 days from the date the repaired or replacement product is shipped to the user. This Section 6(a) sets forth Yubico’s sole obligation and your sole remedy for any breach of this Limited Warranty.

(b) Exclusions. The Limited Warranty extends only to the original purchaser of the Hardware and is non-transferrable. This warranty does NOT apply to Hardware that: (a) is altered or modified, other than by Yubico; (b) is operated outside of the purposes for use determined in Yubico’s recommended guidelines; (c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident; (d) has had its original serial number altered or removed, other than as a result of normal wear and tear; or (e) Yubico has provided free of charge.

(c) Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED IN SECTION 6 (A) ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE PRODUCTS ARE PROVIDED “AS IS”. YUBICO AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Yubico does not warrant that (a) the products will meet your requirements, (b) use thereof shall be uninterrupted or error-free, (c) the products or any equipment, system or network on which the Products are used will be free of vulnerability to intrusion or attack, or (d) or that all programming errors can be found in order to be corrected. You are solely responsible for the data, software and other content carried on your equipment, system or network on which the Products are used and for backing-up your data, software and other content. You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of Products or any new releases), or dependent on any oral or written public comments made by Yubico regarding future functionality or features.

7. Limitation of Liability.
IN NO EVENT WILL YUBICO’S AND ITS AFFILIATES’, AND ITS AND THEIR SUPPLIERS’, DISTRIBUTORS’, RESELLERS’ AND EMPLOYEES’ TOTAL CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT OR THE USE OF THE PRODUCT OR SERVICE EXCEED THE AMOUNT PAID FOR THE PRODUCT. IN NO EVENT WILL YUBICO, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, DISTRIBUTORS, RESELLERS AND EMPLOYEES BE LIABLE FOR DAMAGES IN RESPECT OF LOST REVENUE, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ECONOMIC LOSS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY OR ANY CLAIM AGAINST USER BY ANY OTHER PARTY. The foregoing limitations will apply even if any warranty or remedy provided under this Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. Compliance with Laws.
In connection with the use and transport of the Products, including the Software, you shall comply with all applicable export, import, and other relevant laws of any applicable jurisdiction. Determination of the applicable law is your responsibility. You acknowledge and understand that the Product, including the Software, is cryptographic in nature and that it therefore is highly regulated. You are strictly prohibited from exporting, re-exporting or importing the Product and/or Software, regardless of method, without first complying with all applicable government use, import, and export laws, rules, regulations, and orders, and obtaining any necessary approvals or permits (if any). Obtaining any necessary export or import approval for the Product is your responsibility.

9. Privacy Notice.
We process your personal data in relation to the performance of this Agreement. For more information regarding our processing of your personal data and your rights in relation thereto, please see our Privacy Notice and Cookie Notice.

10. Term and Termination.

You will be and remain subject to the terms and conditions of this Agreement for so long as you use the Products. If this Agreement governs your purchase of a Product, it will govern the entire purchase process for the respective Products. 

This Agreement shall terminate automatically without notice or action by Yubico if you breach any material term or condition of this Agreement and if such event occurs you no longer have the right to use the Product. 

11. Changes. 

Yubico reserves the right at any time and at its own discretion to change the terms and conditions of this Agreement. Such amended terms and conditions shall be effective upon posting and shall apply to any future purchases or use of Products acquired as of the posting date. For the avoidance of doubt, such amended terms and conditions do not affect or apply to Products purchased or acquired prior to the posting date.  The Privacy Notice and Cookie Notice may be changed from time to time in accordance with what is stated therein.

12. Choice of Law and Venue.

This Agreement shall be governed by the laws of the State of California, USA. The choice of law shall be without regard to the conflict of laws provisions thereof. If you are a U.S. resident that has acquired Products as a consumer, Exhibit A (“Agreement to Arbitrate – U.S. Consumer”) applies.  If you are not a U.S. resident, both parties consent to the exclusive jurisdiction of the Federal and State courts located in Santa Clara County in the State of California. 

13. Other.

13.1 Entire Agreement: The terms and conditions set forth or referenced herein constitute the entire understanding and agreement between you and Yubico and supersede all prior representations and agreements with respect to the subject matter herein. 

13.2 Transfer and Assignment: This Agreement, including all rights and licenses granted herein, is not assignable, transferable or sub-licensable by you and any attempt to do so shall be null and void. 

13.3 Notices: Any notice, report, approval or consent required or permitted hereunder must be in writing (text form is sufficient, e.g. email). 

13.4 Waiver: The waiver by Yubico of a breach of this Agreement shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by Yubico to exercise any right under this Agreement operate as a waiver of any such right. 

13.5 Severability: If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, this Agreement shall otherwise remain in full force and effect. 

13.6 Contact: If you have any questions regarding this Agreement, you may contact Yubico on our support site at https://support.yubico.com/hc/en-us. If you wish to send us a legal notice, please start the subject line of your support request with “Attention: Legal Department”.

Exhibit A

Agreement to Arbitrate – U.S. Consumer.

(a) General:

If you are a U.S. resident that has acquired Products as a consumer, you and Yubico agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Software (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Yubico with written notice of your desire to do so by email to legal@yubico.com within 30 days following the date you first purchase or obtain the Software (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Yubico with an Arbitration Opt-out Notice within the 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Client with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Client with an Arbitration Opt-out Notice, you acknowledge and agree that you and Yubico are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Yubico otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section will be deemed void. Except as provided in the preceding sentence, this Section will survive any termination of this Agreement.

(b) Arbitration Rules:

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Section. (The AAA Rules are available at www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

(c) Arbitration Process:

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents). The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

(d) Arbitration Location and Procedure:

Unless you and Yubico otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Yubico submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(e) Arbitrator’s Decision:

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of Section 8 (“Limitation of Liability”) as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Yubico will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

(f) Fees:

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Yubico will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).