Product Schedule

(YubiKeys (perpetual licensed), YubiHSM, Validation Service)

The terms and conditions of this Product Schedule (“Product Schedule”) supplements the Yubico Enterprise Sale and License Agreement for Direct and Channel Purchases and governs Customer’s purchase and use of 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”). If any discrepancies or inconsistencies exist between the terms and conditions of the Yubico Sale and License Agreement and this Product Schedule, the terms and conditions of this Product Schedule shall prevail. Unless otherwise defined in this Product Schedule, all capitalized terms will have the meanings given to them in the Master Agreement.

1. Use and Restrictions.

a) License Grant. Yubico grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Software solely as part of Customer’s use of the Hardware, in accordance with the published specifications for the Offering and for Customer’s internal non-commercial use. Customer may use the Firmware only as originally deployed onto the Hardware.

b) Restrictions. Customer shall not: (i) modify, translate or create derivative works from the Offerings; (ii) disassemble, decompile, reverse engineer, perform cryptographic analysis on or otherwise attempt to derive the source code of the Offerings, 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 Customer (or a third-party contracted by Customer) run on the Offerings, 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 Offerings or its Software (for the avoidance of doubt, if Customer is acquiring Offerings on behalf of a company Customer may make the Offerings available to Customer employees for use as well as Customer’s Affiliates and Third-Party Contractors subject to Master Agreement; (vii) make the functionality of the Offerings 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 Offerings.

2. Invoicing. Invoices for Products are issued at time of shipment. Delivery fees, including but not limited to freight, insurance, handling, and related taxes, are generally invoiced during the month they are incurred. Invoices are payable in accordance with the payment terms of the Sale and License Agreement.

3. Optional Delivery Services. If Customer has purchased Yubico’s optional delivery service that provides distribution of Products (“Delivery Services”), then the terms and conditions in Exhibit A, attached, are incorporated by reference.

4. Limited Warranty, Exclusions.

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 Offering; 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 original one-year Warranty Period or 90 days from the date the repaired or replacement Offering is shipped to the Customer. This Section 4(a) sets forth Yubico’s sole obligation and Customer’s 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 not maintained in a normal and customary fashion or is operated outside of 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.

5. Survival. The following provisions of this Product Schedule will survive termination or expiration of the Agreement and will remain in full force and effect: (i) Section 1 (Use and Restrictions) and (ii) Section 4 (Limited, Warranty, Exclusions).

Exhibit A to Offering Schedule B – Delivery Services

1) Delivery.
a) General; Eligible Destination. If Customer has purchased Delivery Services with an accompanying Product purchase, then (i) Customer will have access to the YubiKey as a Service Customer Portal to ship and track Product and (ii) Yubico will deliver Products on Customer’s behalf to Customer’s shipping destinations located in countries being supported by Delivery Services (then-current list of supported countries available within the YubiKey as a Service Customer Portal and upon request).

b) Shipping Timeline. Subject to production lead times, Customer may schedule delivery of purchased Products anytime within 12 months of the original Product purchase. If after 12 months elapse, any of Customer’s Products remain in Yubico’s inventory, then Yubico will notify and promptly ship the remainder of the inventory to Customer’s corporate address at Customer’s expense. Each purchase order for Products is subject to a 12-month inventory holding period. Notwithstanding the foregoing, if Customer has a YubiKey as a Service Subscription and is making a co-termed purchase for additional Subscription Products, then such Subscription Products are to be scheduled for delivery to occur during the co-termed period of the same subscription year they are purchased. In the event Customer has multiple purchase orders, Yubico will fulfill Delivery requests following a first-in, first-out basis.

c) Payment. Customer’s purchase of Delivery Service shall be in the form of paying the applicable shipping rate per shipment as stated in Yubico’s then-current Delivery Services rate table (“Shipping Fees”), available within the YubiKey as a Service Customer Portal and upon request. As Customer enters shipment requests pursuant to its purchased Delivery Services, Yubico will charge Customer applicable Shipping Fees. Invoices for Shipping Fees charged in a month as well as Product fees shall be collated and issued monthly at the same payment terms of the Sale and License Agreement. Shipping Fees are subject to applicable taxes and duties based on the destination address of shipped Products. If Customer’s usage of Delivery Services is in conjunction with a YubiKey as a Service Subscription, then for the first year of the Subscription Term, Shipping Fees and Product fees are collated and invoiced monthly upon respective shipment(s) of the initial Subscription Products. Product fees for all remaining years of the Subscription Term are invoiced upfront 30 days in advance of each respective Subscription year anniversary date, including each year of a renewal term, if any.

d) Partner Access. If Customer’s purchases of Yubico Products are made through Yubico authorized channel partners and are to be fulfilled with Delivery Services, then Customer understands and agrees that Yubico authorized channel partners may have visibility to Customer’s Product inventory within YubiKey as a Service Customer Portal for the purposes of assisting in the fulfillment of Delivery Services. Depending on fulfillment services requested, such channel partners may have access to personal information such as contact information and billing and shipping addresses for the purposes of order fulfillment.