YubiEnterprise Subscription Terms Addendum
This YubiEnterprise Subscription License Terms Addendum (“Subscription Addendum”) is specific to Yubico’s subscription-based YubiKey offerings (“Subscription Product”) and is incorporated into the Yubico Terms and Conditions of Sale and License that the purchasing end user customer (“Customer”) have entered into (the “Agreement”). Any conflict between this Subscription Addendum and the Agreement shall be governed by this Subscription Addendum.
- Subscription License and Term. Yubico grants to Customer a non-exclusive, non-transferable (except as may be expressly stated otherwise in this Addendum), worldwide, royalty-free license to use the Subscription Products during the Subscription Term for its internal non-commercial use in accordance with published specifications and subject to this Addendum, the Agreement and the applicable executed Order Form. The licensed “Subscription Term” with respect to the Subscription Product begins on the later occurring date between (A) the Subscription start date stated on the Order Form; and (B) the date the Order Form is fully executed, and the Subscription Term runs for the subscription period specified on such signed Order Form. If a Subscription start date is not stated on the Order Form, then the start date will be the date the Order Form is fully executed. At the end of the initial Subscription Term (and each renewal term, if any), the Subscription Term will automatically renew for additional one- year terms, unless either party provides the other party with notice of nonrenewal at least 30 days prior to the end of the then-current term.
- License Quantity.
- Users and Quantity. Customer may elect to allocate the Subscription Product among its employees, agents and contractors (collectively “Users”) provided that the amount of Users that are using or have been allocated to use the Subscription Product (“Licensed Users”) shall not exceed the amount of Licensed Users specified in the Order Form. Unless Customer has purchased backup Subscription Products pursuant to Section 2.3, below, Yubico will make available to Customer a Subscription Product unit for each Licensed User. For the purposes of illustration, if Customer has 1,000 Users and licenses 600 of them, then Yubico shall make available 600 Subscription Product units to be allocated among Customer’s 600 Licensed Users. Customer may reassign a Subscription Product among its Users, provided that the total number of Users using the Subscription Products cannot exceed the number of Licensed Users.
- Additional User Licenses. If Customer wishes to purchase additional licenses for new Users during the Subscription Term, Customer may do so by paying the applicable license fee, which shall be pro-rated to be co-termed with the then-current Subscription Term; Subscription features, including but not limited to Buffer Stock (as defined below) and replacement stock, shall also be pro-rated. If such intended purchase is to be within six months of expiration of the then-current Subscription Term, then Yubico reserves the right to condition such purchase on the requirement to renew the Subscription Term.
- Backup Subscription Products. If Customer wishes to license additional backup Subscription Products for Licensed Users during the Subscription Term, Customer may do so by paying the applicable license fee, which shall be pro-rated to be co-termed with the then-current Subscription Term; Subscription features shall also be pro-rated. Licenses for backup Subscription Products may be subject to additional discount. If such intended purchase is to be within six months of expiration of the then-current Subscription Term, then Yubico reserves the right to condition such purchase on the requirement to renew the Subscription Term.
- Buffer Stock. Yubico shall also make available to Customer a “Buffer Stock” that shall not exceed 5% of the amount of Customer’s licensed Subscription Products. For example, if Customer has 600 Licensed Users, and has purchased an additional 200 backup Subscription Product units, then Customer will receive 30 Subscription Product units as Buffer Stock for the primary license and will receive 10 Buffer Stock Subscription Product units as Buffer Stock for the backup portion. This Buffer Stock is intended to assist Customer with its administration and re-assignment of the Subscription Products among the Licensed Users as well as to address time sensitive warranty issues.
- Initial Fulfillment. Except in the case where Customer has purchased YubiEnterprise Delivery for its Subscription Products, within three months of the Subscription start date, Customer must request for fulfillment all Subscription Products that are licensed for Licensed Users during the first year of the Subscription. For example, if Customer purchases a Subscription for 600 Licensed Users and an additional 200 backup Subscription Products, then within three months of the start date Customer must request for fulfillment all 800 Subscription Products units (600 units for primary license and 200 units for backup). If all Subscription Products are not requested within three months of the Subscription start date, Yubico will notify and promptly ship the remainder of the inventory to Customer’s corporate address at Customer’s expense. For such shipment, Yubico shall have discretion to select the form factors for such Subscription Products within Customer’s license tier. If Customer has purchased YubiEnterprise Delivery for its Subscription Products, instead of a three-month deadline, Customer is granted a 12-month deadline solely for the Subscription Products being delivered using YubiEnterprise Delivery as stated in the YubiEnterprise Delivery Terms Addendum.
- License Tiers; Upgrades. The Order Form will specify the license tier that Customer has subscribed to and Yubico shall make available to Customer Subscription Products corresponding to the Yubico Products available in that specific license tier. Each year of the Subscription Term, Customer may elect to (1) replace up to 25% of its licensed Subscription Products, provided that, Customer ceases to use the replaced Subscription Products; or (2) pays the applicable license fees to allow either new Users to use the replaced Subscription Products or existing Licensed Users to use them as backup keys, as applicable. Purposes for replacement may include replacing lost or stolen Subscription Products, addressing employee churn, or simply upgrading. If Customer replaces Subscription Products with Subscription Products within the same license tier, such replacement shall be at no additional cost. If Customer upgrades by replacing the Subscription Products with those in a higher tier, then Customer shall be responsible for paying the increased license fee for that User the remainder of the Subscription Term. At no point during the Subscription Term can Customer downgrade a User to a lower license tier. Customer shall be responsible for all shipping related fees including but not limited to freight, duties and customs fees, as applicable for the replacement Subscription Products.
- Support and Extended Warranty. During the Subscription Term, Customer shall receive 24/7 365 days/year Support Services for Severity 1 and Severity 2 problems in accordance with the Yubico Services Agreement located at https://www.yubico.com/support/terms-conditions/yubico-services-agreement/. If Customer has elected a multi-year Subscription Term, then Yubico’s Warranty Period as defined in Section 5(a) of the Agreement shall not be limited to one-year and shall be extended to be valid through the Subscription Term.
- Fees, Payment and Delivery. The entirety of this Section 5 does not apply to Customers that have purchased Products from a Yubico authorized reseller. All commercial terms, including but not limited to fees, payment and delivery terms shall be determined and settled between Customer and such reseller. Fees are specified on the Order Form and subject to the terms and conditions specified in Section 4(c) of the Agreement. For the first year of the Subscription Term, fees are invoiced upon respective shipment(s) of initial Subscription Products as described in Section 2.5, above. 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. Invoices are due net 30 from invoice, including any invoices for additional purchases that are issued during the Subscription Term. Delivery of Subscription Products is governed by the same delivery terms of the Agreement.
- Post-Termination Obligation. Promptly upon the expiration or earlier termination of the Subscription Term, Customer shall cease using the Subscription Products for any of its business purposes, internal or external, including but not limited for any usage with its enterprise applications. Upon Yubico’s request, a Customer senior executive shall certify in writing to Yubico that the Subscription Products are no longer being used for any of the above mentioned purposes. Customer understands and agrees that continued use of Subscription Products in this manner after the expiration and/or termination is unlicensed usage of software and Yubico’s proprietary rights. Customer represents and warrants that it shall adhere to these post-termination obligations and shall not continue to use the Subscription Products, transfer, sell or resell such Subscription Products in this manner. Notwithstanding the foregoing, upon such expiration or termination, Customer may allow its Users to retain the Subscription Products for their individual personal non-commercial usage.