YubiKey as a Service Schedule
Subscription Schedule
(YubiKey as a Service)
The terms and conditions of this Subscription Offering Schedule (“Subscription Schedule”) supplement the Yubico Enterprise Sale and License Agreement for Direct and Channel Purchases and governs Customer’s licensing of the YubiKey as a Service Subscription (“Subscription Service”). If any discrepancies or inconsistencies exist between the terms and conditions of the Yubico Enterprise Sale and License Agreement for Direct Channel Purchases and this Subscription Schedule, the terms and conditions of this Subscription Schedule shall prevail. Unless otherwise defined in this Subscription Schedule, all capitalized terms will have the meanings given to them in the Yubico Enterprise Sale and License Agreement.
1. Subscription Services
a) General. The Subscription Service is a licensed offering allowing Customers to use YubiKey as a Service authentication services and solutions for securing access of IT systems, applications, and online services in Customer environments. During the Subscription Term (as defined below), Customer shall receive access to the YubiKey as a Service Customer Portal which Customer may use for managing its Subscription Service entitlements, including but not limited to allocating YubiKey subscription units (“License Unit(s)”) to Customer’s licensed employees, agents and contractors (“Licensed Users”). In enabling Licensed Users to receive Subscription Service features, License Units are to be allocated to such Licensed Users. For Customer’s first-time access to the YubiKey as a Service Customer Portal, Customer is to contact their assigned Customer Success Manager.
b) Subscription Term. The licensed Subscription Term (as defined below) for the Subscription Service begins on the later occurring date between (A) the subscription start date stated on the Order Form (“Start Date”); and (B) 14 calendar days from date the Order Form is fully executed if this occurs after the Start Date or if there is no Start Date stated on the Order Form (and in the case of a channel partner transaction, 14 calendar days from the date the applicable Order Form is accepted by Yubico), and the Subscription Term runs for the subscription period specified on such executed Order Form. At the end of the initial Subscription Term (and each renewal term, if any), the Subscription Term will automatically renew for additional periods equivalent to the initial term, unless either party provides the other party with notice of nonrenewal at least 30 days prior to the end of the then-current term. “Subscription Term” shall refer to the initial term or any renewal term, as applicable. In the event that the Subscription Term lapses for any period due to non-renewal or failure to pay applicable fees when due, Customer will lose its rights to continue using the Subscription Services and all related entitlements, including but not limited to usage of the License Units. The rights to continue using the Subscription Services may be reinstated upon Customer’s payment of applicable reinstatement fees, any amounts that are past due, and entering into an agreed upon Subscription renewal, as applicable. In the event that the Subscription Term lapses for any period due to non-renewal or failure to pay applicable fees when due, Customer will lose its rights to continue using the Subscription Services and all related entitlements, including but not limited to usage of the License Units. The rights to continue using the Subscription Services may be reinstated, but only upon Customer’s payment of applicable reinstatement fees, any amounts that are past due, and entering into an agreed upon Subscription renewal, as applicable.
c) Users and Quantity. Customer must procure licenses for each of its Licensed Users who are to access the Subscription Service, including any such users who are to be allocated a License Unit as part of the Subscription Service. Unless Customer has licensed a Backup License Unit pursuant to Section 1(f) below, Yubico will make available to Customer a License Unit for each Licensed User as specified as the license quantity in the Order Form. For the purposes of illustration, if Customer has 1,000 employees and licenses 600 of them, then Yubico shall make available 600 License Units to be allocated among Customer’s 600 Licensed Users. Customer may reassign a License Unit among its personnel, provided that: (i) the total number of users using the Subscription Service cannot exceed the number of Licensed Users it has procured licenses for from time to time; (ii) it will not allow any License Unit to be used by more than one individual Licensed User at any time unless it has been reassigned in its entirety in which case the prior Licensed User shall no longer have any right to use such License Unit. In relation to Licensed Users, Customer undertakes that it shall maintain a written, up-to-date list of current Licensed Users and provide such a list to Yubico within 7 calendar days of Yubico’s written request.
d) License Tiers and Initial Term Fulfillment. During the first 12 months of Customer’s initial Subscription Term, Customer may request for fulfillment of the License Units allocated for its Licensed Users in up to three bulk shipments which Yubico will prepare for shipment or utilize the optional Delivery Services, as defined and described below. Unless Customer is increasing its license count at renewal, renewal Subscription Terms do not include any new fulfillment of License Units as Customer will already be in possession of licensed License Units. The Order Form will specify the license tier that Customer has subscribed to, and Customer selection of License Unit form factors are restricted to those available in the specific license tier, as published in https://resources.yubico.com/53ZDUYE6/at/q7ruvw-cw5ifs-431pw/YubiEnterprise_Subscription-Solution_Brief.pdf. For the avoidance of doubt, Yubico will invoice Customer and Customer remains liable to pay for licensing fees regardless of whether Customer requests fulfillment of its allotment of License Units.
e) Additional User Licenses. If Customer wishes to license additional licenses in the same license tier for new users at any time prior to the final year of a then-current 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 and entitlements shall also be pro-rated. Replacement License Unit, if applicable, for the co-termed license is pro-rated and replenishes on the same date as the primary subscription anniversary date. Customer may request fulfillment of the additional License Units in a single bulk shipment or using the optional Delivery Services during the co-termed period of the same subscription year they are licensed. If such intended licensing transaction is to be within the final year of a then-current Subscription Term, then Yubico reserves the right to condition such licensing transaction on the requirement to renew the Subscription Term prior to the add-on licensing transaction being accepted. If Customer intends to purchase co-termed licenses and fails to execute the applicable Order Form within 30 days of the specified co-term start date on such Order Form, Customer understands and agrees that Yubico may require execution of a revised Order Form utilizing an updated start date which may be subject to price adjustment.
f) Backup License Units. If Customer wishes to license additional backup License Units (“Backup License Units”) for Licensed Users who already have a primary License Unit 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 Service features shall also be pro-rated. For the avoidance of doubt, Backup License Units must be allocated to Licensed Users who already have a primary License Unit and cannot be used as the primary License Unit. Customer may request fulfillment of the Backup License Units in a single bulk shipment or using the optional Delivery Services during the co-termed period of the same subscription year they are licensed; if Backup License Units are procured at the beginning of the Subscription Term, they are to be fulfilled as part of the initial fulfillment stated in Section 1(d) (License Tiers and Initial Term Fulfillment), above. If such intended licensing transaction is to be within the final year of a then-current Subscription Term, then Yubico reserves the right to condition such licensing transaction on the requirement to renew the Subscription Term prior to the Backup License Units licensing transaction being accepted.
g) Replacement License Units. During each year of the Subscription Term, to the extent Customer has Replacement License Unit entitlements, Customer may elect to replace License Units, in an amount not to exceed its available replacement percentage entitlement, with License Units within the same license tier, provided that (1) Customer ceases to use the replaced License Units; or (2) pays the applicable license fees to allow new users to use the replaced License Units. Purposes for replacement may include replacing lost or stolen License Units, addressing employee turnover, or change to an alternate form factor available within the same License Tier. Replacement License Unit does NOT rollover to the following year if unclaimed or unshipped within the current year. Customer may request fulfillment of the Replacement License Units in a single bulk shipment each subscription year or using the optional Delivery Services. For the avoidance of doubt, Customer shall be responsible for all shipping related fees including but not limited to freight, duties and customs fees, as applicable for the replacement License Units.
h) Upgrades. If Customer wishes to upgrade its existing License Tier to a higher License Tier, then Customer may do so by paying the applicable fees subject to the following conditions: (i) the entire subscription is upgraded to the higher License Tier, provided that only License Units that are pending fulfillment (whether initial term fulfillment or replacement) are eligible for requesting fulfillment of form factors at the higher tier (previously fulfilled License Units cannot be replaced until the new Replacement License Unit renewal anniversary); (ii) the Subscription Term will be reset to start at the date of upgrade (i.e. subscription Start Date, end date, Replacement License Unit renewal anniversaries are reset using the date the upgrade happened); (iii) the upgrade occurs prior to the final year of the Subscription Term; and (iv); if Customer has a subscription with custom programming, all programmed License Units must be shipped to prior an upgrade being executed. Customers may only move to a higher tier and cannot downgrade to a lower tier during their Subscription Term.
i) Priority Support and Customer Success Manager. During the Subscription Term, Customer shall receive “Priority Support Problem Reporting and related Support” in accordance with the Yubico Priority Support Schedule. Customer will also have access to a Customer Success Manager during the Subscription Term.
j) Professional Services.
i) General. Yubico’s provisioning of Professional Services (“PS”) is subject to Customer’s (i) compliance of the terms and conditions of the Master Agreement, the Professional Service Schedule, and/or Order Form or Statement of Work (“SOW”) as applicable, and (ii) payment of applicable fees. Professional Services are delivered through remote consultation via phone, email, or video conferencing platforms. Yubico will have no access to Customer’s networks, systems, or applications.
(ii) PS Entitlement Hours.
(1) Customers who maintain an active “Subscription Service Plus Enterprise Plan” shall be entitled to certain Professional Services hours as described in this section (“PS Entitlement Hours”) to be used towards Professional Services consulting hours to help Customer deploy Subscription Services (“PS Subscription Consulting”) and is subject to the terms of the Professional Service Schedule. Customer’s maximum PS Entitlement Hours in each Subscription Service year is outlined in the table below. PS Entitlement Hours for the initial Subscription Service year begins at the start of the first Subscription Term. PS Entitlement Hours will expire at the end of the applicable Subscription Service year and may not be carried forward to subsequent years.
| Subscription Service Year | Maximum PS Entitlement Hours Per Subscription Service Year | PS Entitlement Hours Redemption Period |
| Initial Year | 80 Hours | PS Entitlement Hours must be redeemed within 12 months from the Subscription Service Start Date during the initial term, or within 12 months from the beginning of each annual term for subsequent years. |
| Subsequent Years (including renewals) | 20 Hours |
(2) PS Entitlement Hours are intangible Subscription Service benefits and do not constitute property, currency, or stored value. PS Entitlement Hours have no cash or monetary value and are not legal tender. The PS Entitlement Hours may not be redeemed, exchanged, or converted for cash, credit, or any other consideration, in whole or in part, and no cash or other compensation will be provided for unused, expired, or in the case the Subscription Service is terminated, forfeited, PS Entitlement Hours.
k) Delivery Services.
i) General; Eligible Destination. As part of the Subscription Service, Customer is given access to utilize an optional delivery service providing distribution of Licensed Units (“Delivery Services”). If Customer utilizes Delivery Services, subject to payment of applicable fees, Customer will have access to the YubiKey as a Service Customer Portal to ship and track Licensed Units and Yubico will deliver on Customer’s behalf, License Units to Customer’s shipping destinations located in countries being supported by the Delivery Services (then-current list of supported countries available within the YubiKey as a Service Customer Portal and upon request).
ii) Shipping Timeline. In addition to bulk shipment offerings described in Section 1(d) (Licensed Tiers and Initial Fulfillment) 1.4 above, at any time during the first 12 months of the initial Subscription Term, Customer may schedule delivery of its License Units using Delivery Services. Add-on License Units and Backup License Units procured must be requested for fulfillment using Delivery Services during the co-termed period of the same subscription year they are licensed. Notwithstanding the foregoing, Replacement License Units, if claimed, must be shipped during their allocated subscription year, otherwise they are waived.
2) Subscription Fees, Invoicing, Sale & Use Tax, and Delivery.
a) Channel Partner Transactions. Section 2(b) (Yubico Direct Sales) below, does not apply to Customer if Customer procures the Subscription Service 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 Customer and such distributor or reseller. Notwithstanding the foregoing, if such Yubico authorized distributor or reseller is unable to fulfill its contractual obligation(s) with Yubico and/or Customer, then Yubico shall be entitled to, and in its sole discretion, may elect to, enforce the terms and conditions of this Agreement (including Section 2(b) (Yubico Direct Sales)) by establishing a direct commercial relationship with Customer for the continued licensing of Customer’s existing Subscription Service and its standard entitlements, replace the distributor or reseller, or work with Customer in good faith to resolve the matter. If Customer’s procurement of the Subscription Service is through Yubico authorized channel partners, then Customer understands and agrees that Yubico authorized channel partners may have visibility to Customer’s Subscription Service inventory within the YubiKey as a Service Customer Portal for the purposes of assisting in the fulfillment of the Subscription Service or 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.
b) Yubico Direct Sales.
i) Subscription Fees; Renewal Pricing. If Customer is licensing from Yubico by entering into a written Order Form, Customer will pay Yubico the total fees specified in the Order Form. Upon auto-renewal of a Subscription Term, renewal fees are subject to a unit price increase per year of the previous Subscription Term, not to exceed the greater between (1) 5% per year; or (2) the percentage increase in the CPI over the prior 12-month period, applied per year. As used herein, CPI means the U.S. Consumer Price Index for all Urban Consumers, U.S. City Average – All Items for the applicable 12-month period as published by the Bureau of Labor Statistics (or any successor index). Customer’s purchase of Delivery Services 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 upon request.
ii) Invoice Schedule. For annual billing on subscription fees, the first-year invoice(s) will be sent upon the start of the Subscription Term and subsequent year invoices will be sent annually 30 days in advance of subscription anniversary date. If Customer elects to prepay their subscription fees upfront for the entirety of their Subscription Term, then such invoice shall be sent upon the start of the Subscription Term. Delivery fees, including but not limited to freight, insurance, handling, and related taxes, are generally invoiced during the month they are incurred. 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 shall be collated and issued monthly.
iii) US Sales & Use Tax. If Customer has not provided Yubico with sufficiently detailed information for the location of all applicable shipments prior to the subscription Start Date, then for the first subscription fee invoice issued, Yubico will invoice Customer sales tax, as applicable, using Customer’s default shipping address specified on the Order Form. If no default shipping address is specified, then Yubico will utilize Customer’s billing address specified on such Order Form. To the extent Customer has provided actual locations for a limited number of shipments, Yubico will use such information and follow the process outlined above using the default shipping address or billing address for the remainder, as applicable. For subsequent annual invoices, as applicable, Yubico will use actual shipment locations for License Units fulfilled pursuant to Section 1(d) (License Tiers and Initial Term Fulfillment) above, in calculating sales tax, to the extent available. In no manner will Yubico issue a credit for sales tax collected in prior invoices based on subsequent shipment locations. Any use tax obligations arising from the movement or shipment of License Units to a different state, province, territory, or country than the location utilized for invoicing will be the sole responsibility of Customer.
iv) Delivery. All Hardware made available in the Subscription Service that requires shipping, including but not limited to License Units, will be shipped in accordance with the shipping terms of the Yubico Sale and License Agreement. Customer will be responsible for shipping expenses for the delivery of Customer’s License Units and any other applicable Hardware. For the avoidance of doubt, the bulk shipping process described in Sections 1(d) through 1(g) of this Subscription Schedule is the default delivery process and the Delivery Services stated in Section 1(k) of this Subscription Schedule is an optional service. The Delivery Services stated in Section 1(k) of this Subscription Schedule, are shipped Delivery Duty Paid (INCOTERMS 2020 DDP) for standard Delivery Services offerings shipped to supported countries.
3) Limited Warranty, Exclusions
a) Warranty. Yubico warrants that any License Units that are provided pursuant to the Subscription Service will be free from defects in material and workmanship during the Subscription Term (“Warranty Period”) (such warranty being the “Limited Warranty”). If a defect in material or workmanship arises within the License Unit during the Warranty Period and the License Unit is returned to Yubico within the Warranty Period, Yubico will, subject to applicable laws, replace any defective License Unit with a new unit. The Warranty Period for any replacement License Unit will persist for the remainder of the then-current Warranty. This Section 3(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 licensee of the Subscription Service and is non-transferable. This warranty does NOT apply to a License Unit 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.
4) License Grant and Restrictions; Ownership.
a) License Grant. Yubico grants to Customer a limited non-exclusive, non-non-transferable (except as may be expressly stated otherwise in this Agreement), license to use the Subscription Service, without the right to grant sublicenses, including allocating License Units during the Subscription Term solely for internal non-commercial use in its business operations in accordance with published specifications and subject to this Agreement and the applicable executed Order Form.
b) Restrictions. The following restrictions shall apply to Subscription Service as well as any Yubico hardware (“Hardware”) and Software made available to Customer through the Subscription Service. Customer shall not: (i) modify, translate or create derivative works from the Subscription Service; (ii) disassemble, decompile, reverse engineer, perform cryptographic analysis on or otherwise attempt to derive the source code of the Subscription Service, in whole or in part, unless expressly permitted by applicable law which is incapable of exclusion by agreement between the parties 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 Subscription Service, in whole or in part; (iv) sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Subscription Service or its Software (for the avoidance of doubt, if Customer is acquiring Subscription Service on behalf of a company, Customer may make the Subscription Service available to Customer employees for use as well as Customer’s Affiliates and Third-Party Contractors subject to the Master Agreement); (v) make the functionality of the Subscription Service 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; (vi) access all or any part of the Subscription Service in order to build a product or service which competes with the Subscription Service; (vii) introduce or permit the introduction of any virus into Yubico’s network and information systems. In addition, Customer shall not separate Firmware from any Hardware provided or use Software with other non-Yubico devices.
c) Ownership. The Subscription Service, including its accompanying Hardware and Software, is licensed on a subscription basis only, not sold, to Customer. All title to the Subscription Services and other Yubico intellectual property rights related to the Subscription Service such as, but not limited to, copyright, trade secrets, patents, trademarks and service marks, shall always remain with Yubico and its licensors as applicable.
5) Licensing Compliance
a) Post-Subscription Term Obligations. Upon the expiration or earlier termination of the Subscription Term, Customer shall immediately cease using the Subscription Service and cease using the License Units 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 License Units are no longer being used for any of the above-mentioned purposes. Customer understands and agrees that continued use of License Units in this manner after the expiration and/or termination is unlicensed usage of software and Yubico’s proprietary rights. For the avoidance of doubt, continued usage of the License Units after the initial Subscription Term requires Customer to enter a renewal term. Customer represents and warrants that it shall adhere to these post-termination obligations and shall not continue to use the License Units, transfer, sell or resell such License Units in this manner.
b) Audit. Customer undertakes that it shall permit Yubico or Yubico’s designated auditor to audit the Subscription Service in order to establish the number of Licensed Users and Customer’s compliance with this Agreement. Each audit may be conducted no more than once per year, at Yubico’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer’s normal conduct of business. Yubico reserves the right to audit on a more frequent cadence, but no more than once per quarter, if a breach is discovered in the prior audit. If any such audit reveals Customer has underpaid fees to Yubico, then without prejudice to Yubico’s other rights, Customer shall pay to Yubico an amount equal to such underpayment within 21 calendar days of the date of the relevant audit, and Customer shall reimburse Yubico for the cost of the related audit.
6) Survival. The following provisions of this Subscription Schedule will survive termination or expiration of the Agreement and will remain in full force and effect: (i) Section 2 (Fees, Invoicing, Sale & Use Tax, and Delivery), (ii) Section 3 (Limited Warranty; Exclusions), (iii) Section 4 (License Grant and Restrictions; Ownership), and (iv) Section 5 (Licensing Compliance).