Yubico Sale and License Agreement for Businesses (B2B) acquiring Products via webstore or retail in EU and other countries outside of the Americas

Updated December 18th, 2025

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”).

This is a legally binding agreement between you and Yubico. This Sale and Licensing Agreement only applies to you if, when purchasing Products, you are acting as a “business” or “trader”, i.e. a natural or legal person, irrespective of whether privately or publicly owned, who is acting for purposes relating to a trade, business, craft or profession, and will be brought to your attention at the time of concluding the purchase or usage contract for the Products. If you agree to this Agreement on behalf of a company, you represent that you are authorized to do so.

“Yubico” means: Yubico AB, Gävlegatan 22, 113 30 Stockholm, Sweden, if you are acquiring the Products in Europe or the rest of the world outside of the Americas. References herein to the “Parties” or a “Party” shall mean you and Yubico, as applicable.

1. Contract Conclusion

a) Order Form. The Terms and Conditions of this Sales and License Agreement and the Yubico Ordering Document you may have executed or agreed to (“Order Form”) (This Sales and License Agreement and, if any, the Order Form, collectively the “Agreement”) are an agreement between you and Yubico and govern your purchase or usage of Products unless you and Yubico have executed a separate written agreement governing your purchase or use of Products.

b) Webstore purchases. For purchases made in the Webstore on yubico.com (“Webstore”), Yubico is your contractual partner. The presentation of the Products in the Webstore does not constitute a legally binding offer, but a non-binding invitation to make a purchase offer. You can initially place the Products in the shopping cart without obligation and correct your entries at any time before sending your binding offer by using the correction aids provided and explained for this purpose in the order process. By clicking on the final order button on the checkout page, you place a binding offer for the Products contained in the shopping cart. Confirmation of receipt of your order will be sent via email immediately after you have submitted your order. The time of conclusion of the contract depends on the payment method you choose: (i) Credit / Debit Card: When you finish the order process, you also send to Yubico’s payment service provider your credit or debit card details. After you have been legitimized as the legal cardholder, your credit or debit card company will be asked to initiate the payment transaction and Yubico thereby accepts your offer; (ii) PayPal: You will be redirected to the website of PayPal. There you can enter your payment details and confirm the payment instruction to PayPal. After placing the order in the Store, we request PayPal to initiate the payment transaction and thereby accept your offer; (iii) SEPA Direct Debit: When you choose payment via SEPA direct debit, we will accept your offer via the order confirmation email; (iv) Other payment methods: You will be forwarded to the payment flow dedicated to the respective payment method. By requesting you to confirm payment at the end of the payment flow, we will accept your offer.

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 provided separately for use with the Hardware (collectively, such Firmware and separately provided software 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 (for the avoidance of doubt, if you are acquiring Products on behalf of a company you may make the Products available to your employees for use as well as your Affiliates and Third-Party Contractors subject to Section 1(d), below); (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.

(d) Affiliates and Third-Party Contractors. If you use the Products as a business, you may allow your “Affiliates” to use the Products, provided that you shall (i) provide the Affiliate with a copy of the Agreement; (ii) ensure that the Affiliate complies with this Agreement; and (iii) be responsible for any breach by such Affiliate in the same way that you are responsible for own breaches. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with you or Yubico, as applicable, where “Control” means having the power, directly or indirectly, to direct or cause the direction of the management of the entity, whether through ownership of voting securities, by contract or otherwise. If you contract with a third-party contractor providing IT services solely for your benefit, they may use the Products subject to their compliance with this Agreement.

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. Support Services and Professional Services; Updates

If you have not purchased technical support services (“Support Services”) or professional services (“Professional Services”) (collectively “Services”) pursuant to an Order Form, then Yubico will have no obligation to provide Services to you. If you are a business and Yubico, in its sole discretion, elects to provide Support Services to assist you, it is provided on an “as is” basis without any warranties, service levels or obligations; similarly, in no event shall Yubico be liable for any damage arising from providing such discretionary Support Services. If you have purchased Services, then they shall be governed by the Support Services Agreement and Professional Services Agreement, as applicable, located at https://www.yubico.com/support/terms-conditions/.

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 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.

Prices on the Webstore are exclusive of applicable VAT, any additional sales tax (if any), import duties (if any), shipping fees and customs fees. 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. If the delivery address is in the European Union, we will ship from within the European Union.

(i) Payment. If you are purchasing directly from Yubico outside of the Webstore by entering into a written Order Form, you will pay Yubico the total fees specified in the Order Form. Fees will be due 30 days from invoice date, provided that Yubico reserves the right in its sole discretion to require prepayment from you if you do not have a well-established transaction history with Yubico or if you for instance have exhibited questionable credit worthiness or have failed to adhere to payment terms for prior Yubico purchases. In addition, Yubico may at any time sell any outstanding debt and assign the underlying claims against you to a third party. Further, Yubico reserves the right to require payment be made by electronic means including but not limited to ACH/EFT or wire transfer. All sums that are past due will accrue interest at the statutory default interest rate and you will reimburse Yubico for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. All fees are non-refundable unless otherwise specified. Prices quoted are exclusive of all sales, use, value-added, good and services, withholding and other taxes or duties.

(ii) Taxes. You will pay or self-assess all taxes and duties assessed in connection with this Agreement and its performance, except for taxes payable on Yubico’s net income. To the extent that any amounts payable by you are subject to withholding taxes, the amount payable shall be grossed up such that the amount paid to Yubico’s net of withholding taxes equals the amount invoiced by Yubico. If you pay any withholding taxes based on payments made by you to Yubico hereunder, you will furnish Yubico with written documentation of all such tax payments, including receipts and other customary documentation, to demonstrate to the relevant tax authorities that you have paid such taxes. If applicable, you shall also provide Yubico with appropriate VAT/GST registration numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any tax or duties. 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.

(iii) Transaction Entities. If you are making global purchases from Yubico (i.e. purchases both in the Americas and outside of the Americas), by entering into this Agreement, you on behalf of your Affiliates, agree that Yubico and its regional Affiliates may invoice your respective regional Affiliates that are benefiting from the Products in the joint effort of increasing tax efficiencies as permitted by applicable law and to adhere to established accounting practices. You represent that you are authorized to bind your regional Affiliates to being invoiced by Yubico and its regional Affiliates. When fulfilling delivery requests for such Regional Affiliates, Yubico may require such Regional Affiliates to complete a fulfillment request form or similar document for formalizing order confirmation.

(iv) Delivery. All Products that require shipping will be shipped Ex Works (INCOTERMS EXW 2010) Yubico’s designated shipping point. You will be responsible for shipping expenses and will arrange to have your carrier pick up and deliver your purchased Products.

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 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. The above exclusions do not apply if Yubico fraudulently concealed the defect or in any of the mandatory liability cases mentioned in sec. 9 below.

(c) Warranty Disclaimer. Except for the Limited Warranty expressly stated in Section 6 (a) above, 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. 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.

8. 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.

9. 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.

10. Term and Termination

The term of this Agreement shall commence when the Agreement is concluded, and you will be and remain subject to the terms and conditions of this Agreement for so long as you use the Products or services until terminated as set forth below.

If this Agreement governs your purchase of a Product, it will govern the entire purchase process for the respective Product. A new Agreement is concluded with each transaction.

If this Agreement governs your use of Validation Services, this Agreement shall terminate automatically at the end of the agreed term.

This Agreement shall terminate automatically without notice or action by Yubico if you (a) breach any material term or condition of this Agreement, (b) misappropriate Yubico’s intellectual property rights, reverse engineer or materially misuses the license granted under this Agreement; or (c) in the event you become insolvent or make an assignment of this Agreement for the benefit of creditors or if any other bankruptcy proceedings are commenced by or against you.

The parties agree that a material breach of this Agreement adversely affecting Yubico’s proprietary or intellectual property rights in the Products, including the Software, would cause irreparable injury to Yubico and its Affiliates for which monetary damages would not be an adequate remedy and that Yubico therefore shall be entitled to preliminary and permanent injunctive relief (without the requirement to post a bond) to address such a breach, in addition to any other remedies it may have hereunder or at law.

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 Sweden. The choice of law shall be without regard to the conflict of laws provisions thereof. Furthermore, both Parties consent to the exclusive jurisdiction of the courts located in Sweden, with Stockholm District Court as the court of first instance.

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. It is expressly agreed that the terms of the Agreement shall supersede the terms in your purchase order, and the terms included in any such purchase order, or your other policies shall not (i) apply to the Products; or (ii) in any way modify, revise, supplement, or otherwise affect the terms and conditions of the Agreement.

13.2 Transfer and Assignment: Except for uncontested or finally settled claims, 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 Marketing and logos: Yubico may refer to you as part of Yubico’s customer lists and in connection with such efforts, may use your entity’s name, logos, and related marks in publishing such customer lists. If you do not approve or consent to such usage, you may revoke your approval or consent by notifying Yubico via the support site as explained below. Aside from being included on customer lists, Yubico will not use your entity’s name, logo, or related marks in press releases or other similar marketing without your written consent.

13.7 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”.