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Contracts
Camunda Self-Managed Non-Production Terms
Camunda Consulting Services Terms
Camunda Trial and Free Terms
Camunda 7 Trial Terms
Camunda Enterprise General Terms
Camunda Partner Agreement
Online Minimum Terms
Camunda Academy Terms
Allgemeine Nutzungsbedingungen der Camunda Academy
Camunda Starter Terms
Camunda Podcast Disclaimer
Camunda Terms of Use for the Marketplace for Solution Acceleration Resources
Camunda Certification - Candidate Agreement
Camunda License 1.0
Camunda Written offer for the provision of the corresponding source code ("Written Offer")
Terms for AI Usage
Alpha Terms
Data Act Addendum
Camunda Self-Managed Non-Production Terms
Version
Effective May 1st 2024
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Table of Contents
IMPORTANT - READ CAREFULLY. THESE CAMUNDA SELF-MANAGED FREE TERMS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY OUTLINED IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE CAMUNDA SELF-MANAGED SOFTWARE OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”) AND DOWNLOADED FROM VARIOUS SOURCES, INCLUDING BUT NOT LIMITED TO GITHUB, MAVEN, DOCKER HUB, CAMUNDA WEBSITE, CAMUNA CONTAINER.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA, OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT BUTTON” ON THE SOFTWARE SIGN-UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, OR (2) DOWNLOAD AND INSTALL THE SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER AND BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT BUTTON” ON THE SIGNUP PAGE OF THE SOFTWARE OR IF YOU DOWNLOAD AND INSTALL THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
IF YOU ENTER INTO A SEPARATE COMMERCIAL LICENSING AGREEMENT WITH US, THE COMMERCIAL LICENSING AGREEMENT WILL SUPERSEED THIS AGREEMENT.
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1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to the User a royalty-free, non-exclusive, non-transferable, non-sublicensable, and revocable right to access, use, deploy, or install the Software in object code form solely in non-production environments or for testing and evaluation purposes "Non-production environment" refers to a setting in which the Software is used for development, testing, quality assurance, demonstration, or evaluation purposes, and not for any business, commercial, operational, or production purposes, or in any live or production systems. "Testing and Evaluation Purposes" refers to the non-commercial use of the Software within a controlled environment to assess its functionality, performance, and compatibility with the Licensee's systems, specifically for determining the Software's suitability for the Licensee’s potential future commercial use. This includes functional and performance assessments, user experience evaluations, and interoperability testing to identify any defects or integration issues while expressly excluding any production use, processing of live data, or any activity intended to generate revenue directly. Licensee's use of the Software for these purposes shall not imply any rights to modify, distribute, or use the Software beyond the scope of this Agreement without entering into a separate commercial licensing agreement.For the avoidance of doubt, the licence grant in this Agreement shall in no event exceed the licence grant that Camunda may grant to the User for the source code under the Camuda Licence.
Restrictions. The User is granted access to the Software solely for internal, non-commercial purposes, limited to non-production environments or internal testing and evaluation purposes. The User shall not (i) use the Software for any production purposes, real-time data processing, or in environments that provide services to end-users or generate revenue; (ii) use the Software in any manner that could be deemed commercial under the Trial License Grant or in any live or production systems under the Developer License Grant; (iii) modify, adapt, or create derivative works from the Software (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, except as permitted by law where such restriction is expressly prohibited; (v) transfer, lease, sublicense, distribute, or otherwise make the Software available to any third party, including within the User's own organization, without Camunda's express written consent; or (vi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, license keys or labels in the Software or the Documentation.
Documentation. The Documentation, training materials, or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/. Camunda copyrights all of the Documentation provided to the User pursuant to this Agreement, and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agree that for those Beta Offerings the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code that is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all rights, titles and interests, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by the User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE SOFTWARE ENTITLES THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease, and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://legal.camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore, 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.14.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective January 29th 2024 to May 1st 2024
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Table of Contents
IMPORTANT – READ CAREFULLY. THIS CAMUNDA SELF-MANAGED FREE TERMS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE CAMUNDA SELF-MANAGED FREE TERMS OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”).
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT-BUTTON” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE OR (II) IF YOU ARE AN EXISTING CUSTOMER, DOWNLOAD ANY SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE SIGN UP PAGE OF THE SOFTWARE; WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE SOFTWARE ENTITLE THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore, 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective October 31st 2023 to January 29th 2024
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IMPORTANT – READ CAREFULLY. THIS CAMUNDA SELF-MANAGED FREE TERMS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE CAMUNDA SELF-MANAGED FREE TERMS OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”).
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT-BUTTON” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE OR (II) IF YOU ARE AN EXISTING CUSTOMER, DOWNLOAD ANY SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE SIGN UP PAGE OF THE SOFTWARE; WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE SOFTWARE ENTITLE THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore, 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective September 13th 2023 to October 31st 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THIS CAMUNDA SELF-MANAGED FREE TERMS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE CAMUNDA SELF-MANAGED FREE TERMS OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”).
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT-BUTTON” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE OR (II) IF YOU ARE AN EXISTING CUSTOMER, DOWNLOAD ANY SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE SIGN UP PAGE OF THE SOFTWARE; WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE SOFTWARE ENTITLE THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective July 18th 2023 to September 13th 2023
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IMPORTANT – READ CAREFULLY. THIS CAMUNDA PLATFORM 8 SELF-MANAGED - FREE (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE CAMUNDA PLATFORM 8 SELF-MANAGED - FREE EDITION OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”).
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT-BUTTON” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE OR (II) IF YOU ARE AN EXISTING CUSTOMER, DOWNLOAD ANY SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE SIGN UP PAGE OF THE SOFTWARE; WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE CAMUNDA PLATFORM ENTITLE THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective June 13th 2023 to July 18th 2023
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IMPORTANT – READ CAREFULLY. THESE GENERAL TERMS & CONDITIONS FOR THE CAMUNDA PLATFORM SELF-MANAGED FREE EDITION (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO CAMUNDA PLATFORM SELF-MANAGED FREE EDITION OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”).
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT-BUTTON” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE OR (II) IF YOU ARE AN EXISTING CUSTOMER, DOWNLOAD ANY SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE SIGN UP PAGE OF THE SOFTWARE; WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE CAMUNDA PLATFORM ENTITLE THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective February 24th 2023 to June 13th 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE GENERAL TERMS & CONDITIONS FOR THE CAMUNDA PLATFORM SELF-MANAGED FREE EDITION (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO CAMUNDA PLATFORM SELF-MANAGED FREE EDITION OR ANY CAMUNDA BETA OFFERINGS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”).
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 12. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON THE “ACCEPT-BUTTON” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE OR (II) IF YOU ARE AN EXISTING CUSTOMER, DOWNLOAD ANY SOFTWARE. DO NOT ACCEPT THE TERMS OF THIS AGREEMENT UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THESE TERMS. IF YOU CLICK ON THE “ACCEPT-BUTTON” ON THE SIGN UP PAGE OF THE SOFTWARE; WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO DOWNLOAD THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the User´s material compliance with this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to access or use the Software for solely internal and non-productive purposes. The Documentation, training materials or other materials (together the “Documentation”) can be downloaded at https://docs.camunda.io/docs/guides/.
Restrictions. User shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software, or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the User.
Beta Offerings. From time to time, Camunda releases Beta Offerings at no additional charge. Beta Offerings means any Software that is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. Users may accept or decline any such Beta Offerings, usually by downloading the Beta Offering from the product website or any other download page, in its sole discretion and agrees that for those Beta Offering the following terms apply accordingly.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). Users shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement, the Documentation or this Agreement (the “Feedback”) is non-confidential and the User grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the User or any third party. To the maximum extent permitted by law, the User waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software provided to the User pursuant to this Agreement contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The User acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The User hereby consents and grants to Camunda a license to collect and use telemetry data generated by User’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, THE DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. THE USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR THE USER’S USE OF THE CAMUNDA PLATFORM ENTITLE THE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES; COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION; USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Term and Termination
This Agreement shall, unless earlier terminated in accordance with paragraph b. below, remain in effect until you uninstall and remove the Software (by permanently deleting the Software and all copies thereof) from your premises.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination of this Agreement, all licenses and rights granted hereunder shall cease and the User shall remove the Software (by deleting the Software and all copies thereof) from User’s premises.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The User represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
This Agreement is not assignable or transferable by the User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded by Camunda at any time.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor User´s use of Software entitle the User to receive support services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 11, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, the Commonwealth or in any region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland, Section 11 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Camunda Consulting Services Terms
Version
Effective July 10th 2026
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means a master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services.
Consulting Services means the services listed on the applicable Consulting Order Form.
Professional Services means project‑based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a Statement of Work (“SOW”), and aimed at defined outcomes or deliverables. Timelines for Professional Services are estimates only, and Camunda will determine the manner and means of performing such services, in accordance with the agreed scope.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Standard Consulting Services means advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in a Consulting Order Form, do not include specified deliverables, formal acceptance, or a fixed schedule.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under a Consulting Order Form that references these Terms. In the event of any conflict between these Terms and a Consulting Order Form, the terms of the applicable Consulting Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On‑site work and substitutions. When on‑site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Consulting Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose either a replacement resource or an alternative date.
2.4 Scope changes. Any change to the scope, timeline, or deliverables, as defined in the applicable SOW (the “Deliverables”), that increases Camunda’s effort will be documented in a Consulting Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Consulting Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If a Consulting Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non‑conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non‑conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
3.1 Customer responsibilities. Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees.
3.2 Test/non‑production environment (Professional Services). Customer will provide a suitable test or non‑production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Fees, Expenses, and Intellectual Property
4.1 Fees and expenses. Fees for Consulting Services are set out in the Consulting Order Form or as otherwise agreed in writing. Where on‑site work is performed, Customer will reimburse Camunda for reasonable, pre‑approved out‑of‑pocket expenses at actual cost without markup, supported by documentation. Consulting Services must be used within the periods, timelines, or access windows stated in the Consulting Order Form; any portion not utilized will expire without replacement, extension, or refund, unless otherwise expressly agreed in writing by the Parties. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
4.2 Ownership of Professional/Consulting Deliverables. Except as expressly provided otherwise in an applicable Order Form, as between the Parties, Customer will own all right, title, and interest in and to the Deliverables. Such Deliverables will be created in the course of the Professional Services (including any modifications or derivative works thereof), excluding any Camunda Materials. “Camunda Materials” means Camunda’s pre‑existing or independently developed intellectual property, know‑how, software, templates, scripts, tools, and any enhancements or derivatives thereof. Camunda retains all right, title, and interest in and to the Camunda Materials. To the extent any Camunda Materials are incorporated into or delivered with any Deliverable, Camunda hereby grants to Customer a worldwide, non‑exclusive, royalty‑free license to use such Camunda Materials solely as embedded in the Deliverables for Customer’s internal business purpose in connection with Customer’s authorized use of the Software. For the avoidance of doubt, no ownership interest in the Camunda Materials is transferred to Customer under this Agreement, and nothing in this Section grants Customer any right to access or use the Software after expiration or termination of the Subscription Term, even if such access or use is technically enabled by a Deliverable.
5. Cancellation and Postponement
5.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments, with the exception of Professional Services, free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
5.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before; (b) 20% if postponed fewer than seven (7) calendar days before; and (c) 80% if postponed fewer than two (2) calendar days before
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Liability
DESPITE ANYTHING ELSE IN THESE TERMS OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
9. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
10. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Miscellaneous
11.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
11.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
12. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
13. Regional Terms
13.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
13.2 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
13.3 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
14. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective July 1st 2026 to July 10th 2026
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means a master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services.
Consulting Services means the services listed on the applicable Consulting Order Form.
Professional Services means project‑based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a Statement of Work (“SOW”), and aimed at defined outcomes or deliverables. Timelines for Professional Services are estimates only, and Camunda will determine the manner and means of performing such services, in accordance with the agreed scope.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Standard Consulting Services means advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in a Consulting Order Form, do not include specified deliverables, formal acceptance, or a fixed schedule.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under a Consulting Order Form that references these Terms. In the event of any conflict between these Terms and a Consulting Order Form, the terms of the applicable Consulting Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On‑site work and substitutions. When on‑site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Consulting Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose either a replacement resource or an alternative date.
2.4 Scope changes. Any change to the scope, timeline, or deliverables, as defined in the applicable SOW (the “Deliverables”), that increases Camunda’s effort will be documented in a Consulting Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Consulting Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If a Consulting Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non‑conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non‑conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
3.1 Customer responsibilities. Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees.
3.2 Test/non‑production environment (Professional Services). Customer will provide a suitable test or non‑production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Fees, Expenses, and Intellectual Property
4.1 Fees and expenses. Fees for Consulting Services are set out in the Consulting Order Form or as otherwise agreed in writing. Where on‑site work is performed, Customer will reimburse Camunda for reasonable, pre‑approved out‑of‑pocket expenses at actual cost without markup, supported by documentation. Consulting Services must be used within the periods, timelines, or access windows stated in the Consulting Order Form; any portion not utilized will expire without replacement, extension, or refund, unless otherwise expressly agreed in writing by the Parties. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
4.2 Ownership of Professional/Consulting Deliverables. Except as expressly provided otherwise in an applicable Order Form, as between the Parties, Customer will own all right, title, and interest in and to the Deliverables. Such Deliverables will be created in the course of the Professional Services (including any modifications or derivative works thereof), excluding any Camunda Materials. “Camunda Materials” means Camunda’s pre‑existing or independently developed intellectual property, know‑how, software, templates, scripts, tools, and any enhancements or derivatives thereof. Camunda retains all right, title, and interest in and to the Camunda Materials. To the extent any Camunda Materials are incorporated into or delivered with any Deliverable, Camunda hereby grants to Customer a worldwide, non‑exclusive, royalty‑free license to use such Camunda Materials solely as embedded in the Deliverables for Customer’s internal business purpose in connection with Customer’s authorized use of the Software. For the avoidance of doubt, no ownership interest in the Camunda Materials is transferred to Customer under this Agreement, and nothing in this Section grants Customer any right to access or use the Software after expiration or termination of the Subscription Term, even if such access or use is technically enabled by a Deliverable.
5. Cancellation and Postponement
5.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments, with the exception of Professional Services, free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
5.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before; (b) 20% if postponed fewer than seven (7) calendar days before; and (c) 80% if postponed fewer than two (2) calendar days before
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Liability
DESPITE ANYTHING ELSE IN THESE TERMS OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective May 6th 2026 to July 1st 2026
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means a master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services.
Consulting Services means the services listed on the applicable Consulting Order Form.
Professional Services means project‑based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a Statement of Work (“SOW”), and aimed at defined outcomes or deliverables. Timelines for Professional Services are estimates only, and Camunda will determine the manner and means of performing such services, in accordance with the agreed scope.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Standard Consulting Services means advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in a Consulting Order Form, do not include specified deliverables, formal acceptance, or a fixed schedule.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under a Consulting Order Form that references these Terms. In the event of any conflict between these Terms and a Consulting Order Form, the terms of the applicable Consulting Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On‑site work and substitutions. When on‑site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Consulting Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose either a replacement resource or an alternative date.
2.4 Scope changes. Any change to the scope, timeline, or deliverables, as defined in the applicable SOW (the “Deliverables”), that increases Camunda’s effort will be documented in a Consulting Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Consulting Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If a Consulting Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non‑conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non‑conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
3.1 Customer responsibilities. Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees.
3.2 Test/non‑production environment (Professional Services). Customer will provide a suitable test or non‑production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Fees, Expenses, and Intellectual Property
4.1 Fees and expenses. Fees for Consulting Services are set out in the Consulting Order Form or as otherwise agreed in writing. Where on‑site work is performed, Customer will reimburse Camunda for reasonable, pre‑approved out‑of‑pocket expenses at actual cost without markup, supported by documentation. Consulting Services must be used within the periods, timelines, or access windows stated in the Consulting Order Form; any portion not utilized will expire without replacement, extension, or refund, unless otherwise expressly agreed in writing by the Parties. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
4.2 Ownership of Professional/Consulting Deliverables. Except as expressly provided otherwise in an applicable Order Form, as between the Parties, Customer will own all right, title, and interest in and to the Deliverables. Such Deliverables will be created in the course of the Professional Services (including any modifications or derivative works thereof), excluding any Camunda Materials. “Camunda Materials” means Camunda’s pre‑existing or independently developed intellectual property, know‑how, software, templates, scripts, tools, and any enhancements or derivatives thereof. Camunda retains all right, title, and interest in and to the Camunda Materials. To the extent any Camunda Materials are incorporated into or delivered with any Deliverable, Camunda hereby grants to Customer a worldwide, non‑exclusive, royalty‑free license to use such Camunda Materials solely as embedded in the Deliverables for Customer’s internal business purpose in connection with Customer’s authorized use of the Software. For the avoidance of doubt, no ownership interest in the Camunda Materials is transferred to Customer under this Agreement, and nothing in this Section grants Customer any right to access or use the Software after expiration or termination of the Subscription Term, even if such access or use is technically enabled by a Deliverable.
5. Cancellation and Postponement
5.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments, with the exception of Professional Services, free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
5.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before; (b) 20% if postponed fewer than seven (7) calendar days before; and (c) 80% if postponed fewer than two (2) calendar days before
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Liability
DESPITE ANYTHING ELSE IN THESE TERMS OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective April 1st 2026 to May 6th 2026
Download
Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means a master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services.
Consulting Services means the services listed on the applicable Consulting Order Form.
Professional Services means project‑based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a Statement of Work (“SOW”), and aimed at defined outcomes or deliverables. Timelines for Professional Services are estimates only, and Camunda will determine the manner and means of performing such services, in accordance with the agreed scope.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Standard Consulting Services means advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in a Consulting Order Form, do not include specified deliverables, formal acceptance, or a fixed schedule.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under a Consulting Order Form that references these Terms. In the event of any conflict between these Terms and a Consulting Order Form, the terms of the applicable Consulting Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On‑site work and substitutions. When on‑site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Consulting Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose either a replacement resource or an alternative date.
2.4 Scope changes. Any change to the scope, timeline, or deliverables, as defined in the applicable SOW (the “Deliverables”), that increases Camunda’s effort will be documented in a Consulting Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Consulting Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If a Consulting Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non‑conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non‑conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
3.1 Customer responsibilities. Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees.
3.2 Test/non‑production environment (Professional Services). Customer will provide a suitable test or non‑production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Fees, Expenses, and Intellectual Property
4.1 Fees and expenses. Fees for Consulting Services are set out in the Consulting Order Form or as otherwise agreed in writing and, except where expressly stated in these Terms, are non‑refundable. Where on‑site work is performed, Customer will reimburse Camunda for reasonable, pre‑approved out‑of‑pocket expenses at actual cost without markup, supported by documentation. Consulting Services must be used within the periods, timelines, or access windows stated in the Consulting Order Form; any portion not utilized will expire without replacement, extension, or refund, unless otherwise expressly agreed in writing by the Parties.
4.2 Ownership of Professional/Consulting Deliverables. Except as expressly provided otherwise in an applicable Order Form, as between the Parties, Customer will own all right, title, and interest in and to the Deliverables. Such Deliverables will be created in the course of the Professional Services (including any modifications or derivative works thereof), excluding any Camunda Materials. “Camunda Materials” means Camunda’s pre‑existing or independently developed intellectual property, know‑how, software, templates, scripts, tools, and any enhancements or derivatives thereof. Camunda retains all right, title, and interest in and to the Camunda Materials. To the extent any Camunda Materials are incorporated into or delivered with any Deliverable, Camunda hereby grants to Customer a worldwide, non‑exclusive, royalty‑free license to use such Camunda Materials solely as embedded in the Deliverables for Customer’s internal business purpose in connection with Customer’s authorized use of the Software. For the avoidance of doubt, no ownership interest in the Camunda Materials is transferred to Customer under this Agreement, and nothing in this Section grants Customer any right to access or use the Software after expiration or termination of the Subscription Term, even if such access or use is technically enabled by a Deliverable.
5. Cancellation and Postponement
5.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments, with the exception of Professional Services, free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
5.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before; (b) 20% if postponed fewer than seven (7) calendar days before; and (c) 80% if postponed fewer than two (2) calendar days before
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Liability
DESPITE ANYTHING ELSE IN THESE TERMS OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective September 24th 2025 to April 1st 2026
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means the Services listed on the applicable Consulting Order Form.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Provision of Consulting Services
2.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms.
2.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), and (vii) the start date.
2.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
2.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
2.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost for such Consulting Services shall be agreed upon by the Parties.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks: consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer; accessing the Customer’s employee´s computer via a screen sharing session; or accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials.
Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective July 29th 2025 to September 24th 2025
Download
Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Expert on Demand, Platform Accelerator and Solution Accelerator.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Expert on Demand (EOD);
Platform Accelerator; and
Solution Accelerator.
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
2.2 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
2.3 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision.Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), and (vii) the start date.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost for such Consulting Services shall be agreed upon by the Parties.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks: consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer; accessing the Customer’s employee´s computer via a screen sharing session; or accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials.
Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective July 18th 2025 to July 29th 2025
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE. IF CUSTOMER IS PURCHASING TRAININGS, THE TERMS AVAILABLE AT https://legal.camunda.com/licensing-and-other-legal-terms#camunda-academy-terms WILL APPLY.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Technical Account Management, Project Success Acceleration, Migration Acceleration and Expert on Demand.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Expert on Demand (EOD);
Platform Accelerator; and
Solution Accelerator.
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
2.2 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
2.3 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision.Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), and (vii) the start date.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost for such Consulting Services shall be agreed upon by the Parties.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks: consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer; accessing the Customer’s employee´s computer via a screen sharing session; or accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials.
Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective May 12th 2025 to July 18th 2025
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Technical Account Management, Project Success Acceleration, Migration Acceleration and Expert on Demand.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Expert on Demand (EOD);
Platform Accelerator; and
Solution Accelerator.
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
2.2 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
2.3 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision.Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), and (vii) the start date.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost for such Consulting Services shall be agreed upon by the Parties.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks: consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer; accessing the Customer’s employee´s computer via a screen sharing session; or accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials.
Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 5 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective May 6th 2025 to May 12th 2025
Download
Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Technical Account Management, Project Success Acceleration, Migration Acceleration and Expert on Demand.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Expert on Demand (EOD);
Platform Accelerator; and
Solution Accelerator.
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
2.2 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
2.3 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision.Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), and (vii) the start date.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost for such Consulting Services shall be agreed upon by the Parties.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks: consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer; accessing the Customer’s employee´s computer via a screen sharing session; or accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials.
Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective February 25th 2025 to May 6th 2025
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THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Technical Account Management, Project Success Acceleration, Migration Acceleration and Expert on Demand.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto. Migration Acceleration or MA has the meaning given to it under Subsection 2.3 hereto.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Consulting
Order Form.
Project Success Acceleration or PSA has the meaning given to it under Subsection 2.2 hereto.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Consulting Order Form.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Consulting Order Form, for which a TAM Subscription is valid, having the length specified in such Consulting Order Form, such period to start on the TAM Start Date as specified in the Consulting Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 2.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Consulting Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with these Terms
and the relevant Consulting Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 2.1 hereto.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Technical Account Management (TAM);
Project Success Acceleration (PSA);
Migration Acceleration (MA); and
Expert on Demand (EOD);
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Technical Account Management (TAM)
The purpose of Technical Account Management is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. For the avoidance of doubt, the implementation of the Customer’s project or use case for which TAM is provided is the sole responsibility of the Customer and Camunda’s involvement shall be solely limited to related advice and guidance, without providing any implementation services. TAM is a subscription-based recurring Consulting Service which may be purchased by the Customer via a Consulting Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Consulting Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
Camunda shall make available to the Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
technical kick-off session;
technical enablement planning;
quarterly or on-demand technical check-in calls;
yearly or on-demand health check workshops;
constant availability of TAM for technical advice, guidance and recommendations;
planning / scoping of technical expert knowledge sessions with Camunda consultants;
active tracking of support requests.
Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. Notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
2.2 Project Success Acceleration (PSA)
Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
2.3 Migration Acceleration (MA)
Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
2.4 Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), (vii) as applicable, the MA, PSA or TAM Start Date, and (viii) in case of TAM, the TAM Minimum Term or TAM Renewal Term.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks: consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer; accessing the Customer’s employee´s computer via a screen sharing session; or accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials.
Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay,
#33-03 Hong Leong Building, Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective January 16th 2025 to February 25th 2025
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THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Technical Account Management, Project Success Acceleration, Migration Acceleration and Expert on Demand.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto.
Migration Acceleration or MA has the meaning given to it under Subsection 2.3 hereto.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Consulting Order Form.
Project Success Acceleration or PSA has the meaning given to it under Subsection 2.2 hereto.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Consulting Order Form.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Consulting Order Form, for which a TAM Subscription is valid, having the length specified in such Consulting Order Form, such period to start on the TAM Start Date as specified in the Consulting Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 2.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Consulting Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with these Terms and the relevant Consulting Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 2.1 hereto.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Technical Account Management (TAM);
Project Success Acceleration (PSA);
Migration Acceleration (MA); and
Expert on Demand (EOD);
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Technical Account Management (TAM)
The purpose of Technical Account Management is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. TAM is a subscription-based recurring Consulting Service which may be purchased by the Customer via a Consulting Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Consulting Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
Camunda shall make available to the Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
technical kick-off session;
technical enablement planning;
quarterly or on-demand technical check-in calls;
yearly or on-demand health check workshops;
constant availability of TAM for technical advice, guidance and recommendations;
planning / scoping of technical expert knowledge sessions with Camunda consultants;
active tracking of support requests.
Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. Notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
2.2 Project Success Acceleration (PSA)
Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
2.3 Migration Acceleration (MA)
Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
2.4 Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms or by sending a Purchase Order or similar ordering document that references such Consulting Order Form.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), (vii) as applicable, the MA, PSA or TAM Start Date, and (viii) in case of TAM, the TAM Minimum Term or TAM Renewal Term.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective June 25th 2024 to January 16th 2025
Download
Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THESE TERMS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS, TERMS AND CONDITIONS, COMMUNICATIONS OR, PROPOSALS, AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Order Form means the ordering document pursuant to which Customer purchases Consulting Services (including TAM Subscription).
Consulting Services means, collectively, Technical Account Management, Project Success Acceleration, Migration Acceleration and Expert on Demand.
Expert on Demand or EOD has the meaning given to it under Subsection 2.4 hereto.
Migration Acceleration or MA has the meaning given to it under Subsection 2.3 hereto.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Consulting Order Form.
Project Success Acceleration or PSA has the meaning given to it under Subsection 2.2 hereto.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Consulting Order Form.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means the subscription purchased by the Customer from Camunda pursuant to the Agreement, granting the Customer the right to use or access the Software and to receive certain services (such as support and maintenance) during a certain subscription term, always subject to strict compliance with the terms of the Agreement and the related order form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Consulting Order Form, for which a TAM Subscription is valid, having the length specified in such Consulting Order Form, such period to start on the TAM Start Date as specified in the Consulting Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 2.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Consulting Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with these Terms and the relevant Consulting Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 2.1 hereto.
2. Types of Consulting Services
Camunda provides a wide range of Consulting Services to customers, as follows:
Technical Account Management (TAM);
Project Success Acceleration (PSA);
Migration Acceleration (MA); and
Expert on Demand (EOD);
Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Camunda shall provide Consulting Services to the Customer, upon Customer’s request, in accordance with the terms set forth herein.
2.1 Technical Account Management (TAM)
The purpose of Technical Account Management is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. TAM is a subscription-based recurring Consulting Service which may be purchased by the Customer via a Consulting Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Consulting Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
Camunda shall make available to the Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
technical kick-off session;
technical enablement planning;
quarterly or on-demand technical check-in calls;
yearly or on-demand health check workshops;
constant availability of TAM for technical advice, guidance and recommendations;
planning / scoping of technical expert knowledge sessions with Camunda consultants;
active tracking of support requests.
Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. Notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
2.2 Project Success Acceleration (PSA)
Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
2.3 Migration Acceleration (MA)
Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
2.4 Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via a Consulting Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA The fee for Expert on Demand Consulting Services will be invoiced by Camunda on an hourly-rate basis.
3. Provision of Consulting Services
3.1 The Customer may order any of the Consulting Services by signing a Consulting Order Form that references these Terms or by sending a Purchase Order or similar ordering document that references such Consulting Order Form.
3.2 The Consulting Order Form sets forth, among other information, the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), (vii) as applicable, the MA, PSA or TAM Start Date, and (viii) in case of TAM, the TAM Minimum Term or TAM Renewal Term.
3.3 If the Consulting Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.5 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating a Consulting Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Consulting Order Form. Unless otherwise set forth in a Consulting Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
4.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective April 3rd 2024 to June 25th 2024
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Table of Contents
THESE CONSULTING SERVICES TERMS (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THESE TERMS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS, TERMS AND CONDITIONS, COMMUNICATIONS OR, PROPOSALS, AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Agreement means the master subscription agreement or similar licensing or subscription agreement that may be entered into between Camunda and the Customer for the purchase of a Subscription.
Consulting Services means, collectively, Recurring Consulting Services and Non-Recurring Consulting Services
Expert on Demand or EOD has the meaning given to it under Subsection 2.2.1 hereto.
Named Support Contacts means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda’s technical support team. The number of eligible Named Support Contacts included in a Subscription is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time by the Customer via upgrades to the Subscription. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by using Camunda’s ticketing system.
Non-Recurring Consulting Services means, collectively, Expert on Demand, Project Success Acceleration and Migration Acceleration.
Migration Acceleration or MA has the meaning given to it under Subsection 2.2.3 hereto.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under an Agreement.
Project Success Acceleration or PSA has the meaning given to it under Subsection 2.2.2 hereto.
Recurring Consulting Services means, collectively, Remote Consulting Services and Technical Account Management.
Remote Consulting Services has the meaning given to it under Subsection 2.1.1 hereto.
Software means any of Camunda’s software products, provided or made accessible to Customer by Camunda under an Agreement, including all new minor and major releases thereof.
Subscription means Customer´s right, for the Subscription Term, to receive certain services (including the Consulting Services) and a right to use or access the Software, always subject to strict compliance with the terms of the Agreement, including any Order Form.
Subscription Term means the time for which a Subscription is valid, including any renewals.
Technical Account Management or TAM has the meaning given to it under Subsection 2.1.2 hereto.
2. Types of Consulting Services
Consulting Services provided by Camunda to the Customer consist of Recurring Consulting Services and Non-Recurring Consulting Services. Subject to Customer's compliance with these Terms (and, in particular, the timely payment of all applicable fees), Customer shall receive Consulting Services provided by Camunda in accordance with the terms set forth herein.
2.1 Recurring Consulting Services
Recurring Consulting Services are Consulting Services provided by Camunda to the Customer on an ongoing basis over the Subscription Term and which are, therefore, renewing together with a Subscription during any renewal term. Recurring Consulting Services include the following subcategories of Services: (i) Remote Consulting Services and (ii) Technical Account Management.
2.1.1 Remote Consulting Services
Remote Consulting Services are Consulting Services provided to Customer hereunder which do not fall within the scope of Support and Maintenance Services. In particular, these include ongoing assistance to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
The Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer´s disposal on the start date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during business hours. The response times agreed in the Order Form for any support and maintenance services expressly do not apply.
Any additional hours of Remote Consulting Services that the Customer may want to purchase on top of the annual quota of Remote Consulting Services included in a Subscription will be deemed a non-recurring service offering provided by Camunda as Expert on Demand in accordance with Subsection 2.2.1 below.
2.1.2 Technical Account Management (TAM)
Technical Account Management (TAM) is a Consulting Service the purpose of which is to pro-actively plan and enable or, as applicable, maximize the technical success of the Customer.
Camunda shall make available to the Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
technical kick-off session;
technical enablement planning;
quarterly or on-demand technical check-in calls;
yearly or on-demand health check workshops;
constant availability of TAM for technical advice, guidance and recommendations;
planning / scoping of technical expert knowledge sessions with Camunda consultants;
active tracking of support requests.
The Customer may order TAM with the same Order Form as the Subscription or via a Subscription Upgrade.
In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs and current Subscription(s).
2.2 Non-Recurring Recurring Consulting Services
Non-Recurring Consulting Services are Consulting Services that may be purchased by the Customer on a one-off basis. These Services are not renewing together with a Subscription during any renewal term. Notwithstanding such fact, the Customer may order Non-Recurring Consulting Services with the same Order Form as a Subscription, via a Subscription Upgrade or via a separate quote.
Camunda currently offers the following Services as Non-Recurring Consulting Services:
2.2.1 Expert on Demand (EOD)
If the Customer, depending on their specific needs, is interested in purchasing additional hours of Remote Consulting Services on top of the annual quota of Remote Consulting Services included in a Subscription, they may do so via Expert on Demand (EOD). The fees for the additional hours of Remote Consulting Services purchased by the Customer through EOD will be invoiced by Camunda on an hourly-rate basis.
2.2.2 Project Success Acceleration (PSA)
Project Success Acceleration (PSA) is a Non-Recurring Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs and current Subscription(s).
2.2.3 Migration Acceleration (MA)
Migration Acceleration (MA) is a set of Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored support to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
3. Provision of Consulting Services
3.1 By signing an Order Form or quote that references these Terms or by sending a Purchase Order or similar ordering document that references such Order Form or quote, the Customer orders the Consulting Services as specified in such Order Form.
3.2 The Order Form sets forth the (i) the type/ name of the Consulting Service and, where applicable, the Consulting Service module ordered, (ii) the location where the Consulting Service will be delivered (on-site or remote), (iii) the number of hours/days of Consulting Services (where applicable), (iv) the scope of the Consulting Services, (v) the total fee for the Consulting Services; (vi) the maximum number of participants (where applicable), and (vii) the period of performance (where applicable).
3.3 If the Order Form specifies a period of performance, the Consulting Services must be called up during that period unless otherwise provided by the Parties; unused Consulting Services that were not called up within the period of performance expire without replacement or refund.
3.4 If Customer purchases Consulting Services as part of, or together with a Subscription, or if Camunda, in its sole discretion, determines that certain Consulting Services can only be purchased by the Customer as part of, or together with a Subscription, the terms of the master subscription agreement or any similar agreement concluded between the Parties for the sale and purchase of a Subscription ("MSA") will take precedence over these Terms and the MSA shall apply conclusively to such Consulting Services.
3.5 If Camunda offers any of the Consulting Services free of charge, the Parties can also align on the Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to these Terms.
3.6 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services, it shall do so only for its own internal, administrative purposes (such as for referencing and validating an Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding these Terms. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with these Terms, these Terms shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda´s performance of the Consulting Services shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
4. Delivery and Performance of the Consulting Services
4.1 Consulting Services may be delivered as on-site or remote Consulting Services, for cost or free of charge, always subject to the agreement between the Parties on the Order Form. The Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
4.2 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the professional provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
4.3 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE TERMS ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
6. Fee
6.1 Customer will pay the fees for the Consulting Services in advance or as set forth in the Order Form or quote. Customer’s obligation to pay for the Consulting Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Consulting Services. The Customer agrees to pay Camunda such fees within thirty (30) days of the date of Camunda’s invoice, unless otherwise agreed in the Order Form or quote. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable, unless otherwise provided herein. All amounts payable to Camunda under these Terms shall be paid by Customer in full, without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
6.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
7. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
8. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
9. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 10, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other Party in the context of the provision or receipt of the Consulting Services are the confidential property of the disclosing party (“Confidential Information”). Each Party agrees not to use any Confidential Information of the disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to such Party’s affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.
11. Term and Termination
These Terms will commence from the date Camunda starts the provision of the Consulting Services to the Customer and shall terminate when the Consulting Services have been provided unless terminated as provided herein.
Either Party may terminate these Terms upon 10 days’ prior written notice if the other Party materially breaches these Terms (including if Customer fails to pay the fees for the Consulting Services or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice.
12. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer.
“Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
13. Miscellaneous
13.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.2 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
14. Contracting Party, Governing Law, and Venue
The location of the Customer's registered office ("Customer Location") will determine the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit (the "Venue"), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
Customer Location
The Camunda entity entering into these Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
15. Regional Terms
15.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
15.1.1 Section 9 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
15.1.2 The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Consulting Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
16. Survival
Any and all provisions contained herein that, by their content, are intended to apply beyond the performance, non-renewal or termination of these Terms will survive any termination hereunder (whether or not so expressly stated).
Effective January 29th 2024 to April 3rd 2024
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Table of Contents
THESE TERMS FOR CONSULTING SERVICES (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Provision of Consulting Services
1.1 By signing an Order Form that references these Terms or sending a Purchase Order or similar ordering document that references such Order Form, the Customer orders the Consulting Services (“Services”) as specified in such Order Form (“Scope of Services”) on a time and material basis.
1.2 The Order Form sets forth the (i) the name of the Service (“Product”), (ii) the location where the Service will be delivered (on-site or remote), (iii) the number of Service hours/days, (iv) the Scope of Service, (v) the total price for the Service and (vi) the number of maximal participants, and (vii) where applicable, the period of performance
1.3 If the Customer exceeds the maximum number of participants, Camunda reserves the right to invoice the additional participants separately.
1.4 If the Order Form specifies a period of performance, the Services must be called up during that period; unused Services that were not called up within the period of performance expire without replacement.
1.5 If Customer purchases Remote Consulting Hours as part of a Subscription, the terms and conditions of the MSA will apply conclusively to these Remote Consulting Hours.
1.6 If Camunda offers the Services free of charge, the Parties can also align on the Services via email only. By receiving the Services, the Customer agrees to these Terms.
1.7 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Service, it shall do so only for its own internal, administrative purposes and not with the intent to provide any additional contractual terms or amend existing terms or provide an agreement to amend these Terms. To the extent the terms of any purchase orders or similar documents are inconsistent or contrary with the terms of these GTC, the terms of these GTC shall prevail, and any such countering terms are hereby rejected, even if Camunda does not object. Camunda´s performance of the services shall not amount to or be implicit of an acceptance of any terms set out or referred to in the purchase order or similar document. Derivations of a particular clause, exhibit, or attachment which expressly amends or adds by section a term to these GTC shall, therefore, only apply if they have been expressly authorized and unless otherwise agreed by the Parties in writing, including electronic or digital form.
2. Delivery and Performance of the Services
2.1 Services may be delivered as on-site or remote Services, for cost or free of charge, always subject to the agreement between the Parties on the Order Form. The Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Services during the term), or the provision of other Camunda products or services.
2.2 All Services are performed by knowledgeable and experienced professionals selected by Camunda. If the professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative representative or alternatively to appoint a replacement date. If the Customer reasonably objects to the alternative consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case, Camunda has no claim to compensation. For contingent commissions, this rule shall apply to the respective individual appointment.
2.3 Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the interpretation of this clause 2.3, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
accessing the Customer’s employee´s computer via a screen sharing session, or
accessing the network systems of the Customer via an assigned internet account.
3. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE ARE TERMS AND CONDITIONS FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SERVICES ARE DELIVERED AS IS, WITH NO KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES WITH REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE GTC´s, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
4. Fee
4.1 Customer will pay the price in advance or as set forth in the Order Form. Customer’s obligation to pay for the Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Services. The Customer agrees to pay Camunda within thirty (30) days of the date of Camunda’s invoice unless otherwise agreed on the Order Form. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable. All amounts payable to Camunda under these Terms shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
4.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) are copyrighted by Camunda, and Camunda retains all intellectual property rights therein. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Services under these Terms. The customer has no rights to record, reproduce the materials, or distribute the materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
6. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 15 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the daily rate.
Postponement: 30% of the daily rate.
For contingent commissions, this rule shall apply to the respective individual appointment.
7. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 8, FOR ANY INDIRECT, INCIDENTAL, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the Disclosing Party (“Confidential Information” of the Disclosing Party). Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The Receiving Party shall not be obligated under this Section with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information.
9. Term and Termination
These Terms will commence on the date executed by the Parties and shall terminate when the Services have been provided unless terminated as provided herein. If either Party materially breaches these Terms, the other Party may terminate these Terms upon 10 days’ prior written notice, unless the breach is cured within the notice period. Sections 1 through 8 and Section 10 of these Terms shall survive termination.
10. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Miscellaneous
11.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
11.2 If any provision of these Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Terms. In lieu of the invalid provision, the Parties undertake to agree a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Terms. The same shall apply in the event of any omission from these Terms.
11.3 Neither Party shall assign, transfer, or sublicense any obligations or benefit under these Terms without the written consent of the other (except that Camunda may utilize the services of a contractor to provide the Services).
11.4 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
12. Contracting Party, Governing Law, and Venue
Depending on where the Customer is domiciled, the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit, will apply according to the below table. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
If Customer is domiciled in:
The Camunda entity entering into these Terms:
Governing law:
Exclusive jurisdiction:
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Germany, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada)
Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
13. Regional Terms
13.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
Section 7 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
THESE TERMS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER:
Effective October 31st 2023 to January 29th 2024
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Table of Contents
THESE TERMS FOR CONSULTING SERVICES (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Provision of Consulting Services
1.1 By signing an Order Form that references these Terms or sending a Purchase Order or similar ordering document that references such Order Form, the Customer orders the Consulting Services (“Services”) as specified in such Order Form (“Scope of Services”) on a time and material basis.
1.2 The Order Form sets forth the (i) the name of the Service (“Product”), (ii) the location where the Service will be delivered (on-site or remote), (iii) the number of Service hours/days, (iv) the Scope of Service, (v) the total price for the Service and (vi) the number of maximal participants, and (vii) where applicable, the period of performance
1.3 If the Customer exceeds the maximum number of participants, Camunda reserves the right to invoice the additional participants separately.
1.4 If the Order Form specifies a period of performance, the Services must be called up during that period; unused Services that were not called up within the period of performance expire without replacement.
1.5 If Customer purchases Remote Consulting Hours as part of a Subscription, the terms and conditions of the MSA will apply conclusively to these Remote Consulting Hours.
1.6 If Camunda offers the Services free of charge, the Parties can also align on the Services via email only. By receiving the Services, the Customer agrees to these Terms.
1.7 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Service, it shall do so only for its own internal, administrative purposes and not with the intent to provide any additional contractual terms or amend existing terms or provide an agreement to amend these Terms. To the extent the terms of any purchase orders or similar documents are inconsistent or contrary with the terms of these GTC, the terms of these GTC shall prevail, and any such countering terms are hereby rejected, even if Camunda does not object. Camunda´s performance of the services shall not amount to or be implicit of an acceptance of any terms set out or referred to in the purchase order or similar document. Derivations of a particular clause, exhibit, or attachment which expressly amends or adds by section a term to these GTC shall, therefore, only apply if they have been expressly authorized and unless otherwise agreed by the Parties in writing, including electronic or digital form.
2. Delivery and Performance of the Services
2.1 Services may be delivered as on-site or remote Services, for cost or free of charge, always subject to the agreement between the Parties on the Order Form. The Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Services during the term), or the provision of other Camunda products or services.
2.2 All Services are performed by knowledgeable and experienced professionals selected by Camunda. If the professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative representative or alternatively to appoint a replacement date. If the Customer reasonably objects to the alternative consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case, Camunda has no claim to compensation. For contingent commissions, this rule shall apply to the respective individual appointment.
2.3 Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the interpretation of this clause 2.3, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
accessing the Customer’s employee´s computer via a screen sharing session, or
accessing the network systems of the Customer via an assigned internet account.
3. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE ARE TERMS AND CONDITIONS FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SERVICES ARE DELIVERED AS IS, WITH NO KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES WITH REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE GTC´s, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
4. Fee
4.1 Customer will pay the price in advance or as set forth in the Order Form. Customer’s obligation to pay for the Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Services. The Customer agrees to pay Camunda within thirty (30) days of the date of Camunda’s invoice unless otherwise agreed on the Order Form. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable. All amounts payable to Camunda under these Terms shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
4.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) are copyrighted by Camunda, and Camunda retains all intellectual property rights therein. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Services under these Terms. The customer has no rights to record, reproduce the materials, or distribute the materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
6. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 15 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the daily rate.
Postponement: 30% of the daily rate.
For contingent commissions, this rule shall apply to the respective individual appointment.
7. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 8, FOR ANY INDIRECT, INCIDENTAL, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the Disclosing Party (“Confidential Information” of the Disclosing Party). Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The Receiving Party shall not be obligated under this Section with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information.
9. Term and Termination
These Terms will commence on the date executed by the Parties and shall terminate when the Services have been provided unless terminated as provided herein. If either Party materially breaches these Terms, the other Party may terminate these Terms upon 10 days’ prior written notice, unless the breach is cured within the notice period. Sections 1 through 8 and Section 10 of these Terms shall survive termination.
10. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Miscellaneous
11.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
11.2 If any provision of these Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Terms. In lieu of the invalid provision, the Parties undertake to agree a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Terms. The same shall apply in the event of any omission from these Terms.
11.3 Neither Party shall assign, transfer, or sublicense any obligations or benefit under these Terms without the written consent of the other (except that Camunda may utilize the services of a contractor to provide the Services).
11.4 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
12. Contracting Party, Governing Law, and Venue
Depending on where the Customer is domiciled, the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit, will apply according to the below table. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
If Customer is domiciled in:
The Camunda entity entering into these Terms:
Governing law:
Exclusive jurisdiction:
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Germany, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada)
Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
13. Regional Terms
13.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
Section 7 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
THESE TERMS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER:
Effective July 18th 2023 to October 31st 2023
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Table of Contents
THESE TERMS FOR CONSULTING SERVICES (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Provision of Consulting Services
1.1 By signing an Order Form that references these Terms or sending a Purchase Order or similar ordering document that references such Order Form, the Customer orders the Consulting Services (“Services”) as specified in such Order Form (“Scope of Services”) on a time and material basis.
1.2 The Order Form sets forth the (i) the name of the Service (“Product”), (ii) the location where the Service will be delivered (on-site or remote), (iii) the number of Service hours/days, (iv) the Scope of Service, (v) the total price for the Service and (vi) the number of maximal participants, and (vii) where applicable, the period of performance
1.3 If the Customer exceeds the maximum number of participants, Camunda reserves the right to invoice the additional participants separately.
1.4 If the Order Form specifies a period of performance, the Services must be called up during that period; unused Services that were not called up within the period of performance expire without replacement.
1.5 If Customer purchases Remote Consulting Hours as part of a Subscription, the terms and conditions of the MSA will apply conclusively to these Remote Consulting Hours.
1.6 If Camunda offers the Services free of charge, the Parties can also align on the Services via email only. By receiving the Services, the Customer agrees to these Terms.
1.7 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Service, it shall do so only for its own internal, administrative purposes and not with the intent to provide any additional contractual terms or amend existing terms or provide an agreement to amend these Terms. To the extent the terms of any purchase orders or similar documents are inconsistent or contrary with the terms of these GTC, the terms of these GTC shall prevail, and any such countering terms are hereby rejected, even if Camunda does not object. Camunda´s performance of the services shall not amount to or be implicit of an acceptance of any terms set out or referred to in the purchase order or similar document. Derivations of a particular clause, exhibit, or attachment which expressly amends or adds by section a term to these GTC shall, therefore, only apply if they have been expressly authorized and unless otherwise agreed by the Parties in writing, including electronic or digital form.
2. Delivery and Performance of the Services
2.1 Services may be delivered as on-site or remote Services, for cost or free of charge, always subject to the agreement between the Parties on the Order Form. The Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Services during the term), or the provision of other Camunda products or services.
2.2 All Services are performed by knowledgeable and experienced professionals selected by Camunda. If the professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative representative or alternatively to appoint a replacement date. If the Customer reasonably objects to the alternative consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case, Camunda has no claim to compensation. For contingent commissions, this rule shall apply to the respective individual appointment.
2.3 Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the interpretation of this clause 2.3, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
accessing the Customer’s employee´s computer via a screen sharing session, or
accessing the network systems of the Customer via an assigned internet account.
3. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE ARE TERMS AND CONDITIONS FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SERVICES ARE DELIVERED AS IS, WITH NO KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES WITH REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE GTC´s, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
4. Fee
4.1 Customer will pay the price in advance or as set forth in the Order Form. Customer’s obligation to pay for the Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Services. The Customer agrees to pay Camunda within thirty (30) days of the date of Camunda’s invoice unless otherwise agreed on the Order Form. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these Terms are non-cancelable and non-refundable. All amounts payable to Camunda under these Terms shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
4.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these Terms. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) are copyrighted by Camunda, and Camunda retains all intellectual property rights therein. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Services under these Terms. The customer has no rights to record, reproduce the materials, or distribute the materials to any third party, for any purpose, without the written consent of Camunda. These Terms are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
6. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 15 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the daily rate.
Postponement: 30% of the daily rate.
For contingent commissions, this rule shall apply to the respective individual appointment.
7. Liability
DESPITE ANYTHING ELSE IN THESE Terms OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE Terms UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 8, FOR ANY INDIRECT, INCIDENTAL, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the Disclosing Party (“Confidential Information” of the Disclosing Party). Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under these Terms. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The Receiving Party shall not be obligated under this Section with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information.
9. Term and Termination
These Terms will commence on the date executed by the Parties and shall terminate when the Services have been provided unless terminated as provided herein. If either Party materially breaches these Terms, the other Party may terminate these Terms upon 10 days’ prior written notice, unless the breach is cured within the notice period. Sections 1 through 8 and Section 10 of these Terms shall survive termination.
10. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Miscellaneous
11.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
11.2 If any provision of these Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Terms. In lieu of the invalid provision, the Parties undertake to agree a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Terms. The same shall apply in the event of any omission from these Terms.
11.3 Neither Party shall assign, transfer, or sublicense any obligations or benefit under these Terms without the written consent of the other (except that Camunda may utilize the services of a contractor to provide the Services).
11.4 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the party not in default shall be entitled to terminate these Terms. Neither Party shall have any liability to the other in respect of the termination of these Terms as a result of an Event of Force Majeure.
12. Contracting Party, Governing Law, and Venue
Depending on where the Customer is domiciled, the Camunda entity entering into these Terms, the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and the courts that have jurisdiction over any such dispute or lawsuit, will apply according to the below table. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
If Customer is domiciled in:
The Camunda entity entering into these Terms:
Governing law:
Exclusive jurisdiction:
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Germany, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada)
Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
13. Regional Terms
13.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these Terms are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
Section 7 (Liability) of these Terms is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these Terms which were decisive for the conclusion of these Terms and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
The following sentence is added at the end of Section 3 (Warranties) of these Terms:
If the Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
THESE TERMS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER:
Effective June 13th 2023 to July 18th 2023
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Table of Contents
THESE GENERAL TERMS AND CONDITIONS FOR CONSULTING SERVICES (THE “GTCS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Provision of Consulting Services
1.1 By signing an Order Form that references these GTCs or sending a Purchase Order or similar ordering document that references such Order Form, the Customer orders the Consulting Services (“Services”) as specified in such Order Form (“Scope of Services”) on a time and material basis.
1.2 The Order Form sets forth the (i) the name of the Service (“Product”), (ii) the location where the Service will be delivered (on-site or remote), (iii) the number of Service hours/days, (iv) the Scope of Service, (v) the total price for the Service and (vi) the number of maximal participants, and (vii) where applicable, the period of performance
1.3 If the Customer exceeds the maximum number of participants, Camunda reserves the right to invoice the additional participants separately.
1.4 If the Order Form specifies a period of performance, the Services must be called up during that period; unused Services that were not called up within the period of performance expire without replacement.
1.5 If Customer purchases Remote Consulting Hours as part of a Subscription, the terms and conditions of the MSA will apply conclusively to these Remote Consulting Hours.
1.6 If Camunda offers the Services free of charge, the Parties can also align on the Services via email only. By receiving the Services, the Customer agrees to these GTCs.
1.7 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Service, it shall do so only for its own internal, administrative purposes and not with the intent to provide any additional contractual terms or amend existing terms or provide an agreement to amend these GTCs. To the extent the terms of any purchase orders or similar documents are inconsistent or contrary with the terms of these GTC, the terms of these GTC shall prevail, and any such countering terms are hereby rejected, even if Camunda does not object. Camunda´s performance of the services shall not amount to or be implicit of an acceptance of any terms set out or referred to in the purchase order or similar document. Derivations of a particular clause, exhibit, or attachment which expressly amends or adds by section a term to these GTC shall, therefore, only apply if they have been expressly authorized and unless otherwise agreed by the Parties in writing, including electronic or digital form.
2. Delivery and Performance of the Services
2.1 Services may be delivered as on-site or remote Services, for cost or free of charge, always subject to the agreement between the Parties on the Order Form. The Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Services during the term), or the provision of other Camunda products or services.
2.2 All Services are performed by knowledgeable and experienced professionals selected by Camunda. If the professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative representative or alternatively to appoint a replacement date. If the Customer reasonably objects to the alternative consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case, Camunda has no claim to compensation. For contingent commissions, this rule shall apply to the respective individual appointment.
2.3 Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the interpretation of this clause 2.3, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
accessing the Customer’s employee´s computer via a screen sharing session, or
accessing the network systems of the Customer via an assigned internet account.
3. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE ARE TERMS AND CONDITIONS FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SERVICES ARE DELIVERED AS IS, WITH NO KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES WITH REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE GTC´s, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
4. Fee
4.1 Customer will pay the price in advance or as set forth in the Order Form. Customer’s obligation to pay for the Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Services. The Customer agrees to pay Camunda within thirty (30) days of the date of Camunda’s invoice unless otherwise agreed on the Order Form. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these GTCs are non-cancelable and non-refundable. All amounts payable to Camunda under these GTCs shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
4.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these GTCs. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) are copyrighted by Camunda, and Camunda retains all intellectual property rights therein. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Services under these GTCs. The customer has no rights to record, reproduce the materials, or distribute the materials to any third party, for any purpose, without the written consent of Camunda. These GTCs are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
6. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 15 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the daily rate.
Postponement: 30% of the daily rate.
For contingent commissions, this rule shall apply to the respective individual appointment.
7. Liability
DESPITE ANYTHING ELSE IN THESE GTCS OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE GTCS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 8, FOR ANY INDIRECT, INCIDENTAL, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the Disclosing Party (“Confidential Information” of the Disclosing Party). Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under these GTCs. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partner and representatives except to those of the receiving Party with a need to know. The Receiving Party shall not be obligated under this Section with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information.
9. Term and Termination
These GTCs will commence on the date executed by the Parties and shall terminate when the Services have been provided unless terminated as provided herein. If either Party materially breaches these GTCS, the other Party may terminate these GTCS upon 10 days’ prior written notice, unless the breach is cured within the notice period. Sections 1 through 8 and Section 10 of these GTCs shall survive termination.
10. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Miscellaneous
11.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
11.2 If any provision of these GTCs is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these GTCs. In lieu of the invalid provision, the Parties undertake to agree a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these GTCs. The same shall apply in the event of any omission from these GTCs.
11.3 Neither Party shall assign, transfer, or sublicense any obligations or benefit under these GTCs without the written consent of the other (except that Camunda may utilize the services of a contractor to provide the Services).
11.4 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the party not in default shall be entitled to terminate these GTCs. Neither Party shall have any liability to the other in respect of the termination of these GTCs as a result of an Event of Force Majeure.
12. Contracting Party, Governing Law, and Venue
Depending on where the Customer is domiciled, the Camunda entity entering into these GTCs, the law that will apply in any dispute or lawsuit arising out of or in connection with these GTCs, and the courts that have jurisdiction over any such dispute or lawsuit, will apply according to the below table. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
If Customer is domiciled in:
The Camunda entity entering into these GTCs:
Governing law:
Exclusive jurisdiction:
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Germany, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada)
Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
13. Regional Terms
13.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these GTCs are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
Section 7 (Liability) of these GTCS is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these GTCs which were decisive for the conclusion of these GTCS and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
The following sentence is added at the end of Section 3 (Warranties) of these GTCs:
If the Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
THESE GTCS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER:
Effective February 24th 2023 to June 13th 2023
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Table of Contents
THESE GENERAL TERMS AND CONDITIONS FOR CONSULTING SERVICES (THE “GTCS”) ARE ENTERED INTO BY AND BETWEEN THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”) AND YOU (“CUSTOMER”, “YOU”, “YOUR”). CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Provision of Consulting Services
1.1 By signing an Order Form that references these GTCs or sending a Purchase Order or similar ordering document that references such Order Form, the Customer orders the Consulting Services (“Services”) as specified in such Order Form (“Scope of Services”) on a time and material basis.
1.2 The Order Form sets forth the (i) the name of the Service (“Product”), (ii) the location where the Service will be delivered (on-site or remote), (iii) the number of Service hours/days, (iv) the Scope of Service, (v) the total price for the Service and (vi) the number of maximal participants, and (vii) where applicable, the period of performance
1.3 If the Customer exceeds the maximum number of participants, Camunda reserves the right to invoice the additional participants separately.
1.4 If the Order Form specifies a period of performance, the Services must be called up during that period; unused Services that were not called up within the period of performance expire without replacement.
1.5 If Customer purchases Remote Consulting Hours as part of a Subscription, the terms and conditions of the MSA will apply conclusively to these Remote Consulting Hours.
1.6 If Camunda offers the Services free of charge, the Parties can also align on the Services via email only. By receiving the Services, the Customer agrees to these GTCs.
1.7 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Service, it shall do so only for its own internal, administrative purposes and not with the intent to provide any additional contractual terms or amend existing terms or provide an agreement to amend these GTCs. To the extent the terms of any purchase orders or similar documents are inconsistent or contrary with the terms of these GTC, the terms of these GTC shall prevail, and any such countering terms are hereby rejected, even if Camunda does not object. Camunda´s performance of the services shall not amount to or be implicit of an acceptance of any terms set out or referred to in the purchase order or similar document. Derivations of a particular clause, exhibit, or attachment which expressly amends or adds by section a term to these GTC shall, therefore, only apply if they have been expressly authorized and unless otherwise agreed by the Parties in writing, including electronic or digital form.
2. Delivery and Performance of the Services
2.1 Services may be delivered as on-site or remote Services, for cost or free of charge, always subject to the agreement between the Parties on the Order Form. The Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Services during the term), or the provision of other Camunda products or services.
2.2 All Services are performed by knowledgeable and experienced professionals selected by Camunda. If the professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative representative or alternatively to appoint a replacement date. If the Customer reasonably objects to the alternative consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case, Camunda has no claim to compensation. For contingent commissions, this rule shall apply to the respective individual appointment.
2.3 Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the interpretation of this clause 2.3, access to the Customer’s information system resources shall not include:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer,
accessing the Customer’s employee´s computer via a screen sharing session, or
accessing the network systems of the Customer via an assigned internet account.
3. Warranties
THE PARTIES ACKNOWLEDGE THAT THESE ARE TERMS AND CONDITIONS FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SERVICES ARE DELIVERED AS IS, WITH NO KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES WITH REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE GTC´s, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.
4. Fee
4.1 Customer will pay the price in advance or as set forth in the Order Form. Customer’s obligation to pay for the Services arises after receipt of an invoice, even if the date of invoicing is prior to the date of performance of the Services. The Customer agrees to pay Camunda within thirty (30) days of the date of Camunda’s invoice unless otherwise agreed on the Order Form. Any payments more than thirty (30) days overdue may bear a late payment fee of the lower of one-point-five percent (1.5%) per month or the maximum rate allowed by law. All payments accrued or made under these GTCs are non-cancelable and non-refundable. All amounts payable to Camunda under these GTCs shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
4.2 All stated prices are exclusive of any taxes, fees, and duties or other amounts, however, designated, and including without limitation value-added, sales taxes, and withholding taxes that are levied or based upon such charges, or upon these GTCs. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Despite the foregoing, the Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) are copyrighted by Camunda, and Camunda retains all intellectual property rights therein. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Services under these GTCs. The customer has no rights to record, reproduce the materials, or distribute the materials to any third party, for any purpose, without the written consent of Camunda. These GTCs are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
6. Event cancellation or change by the Customer
A cancellation or postponement of an agreed appointment by the Customer is free of charge if it is made up to 15 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the daily rate.
Postponement: 30% of the daily rate.
For contingent commissions, this rule shall apply to the respective individual appointment.
7. Liability
DESPITE ANYTHING ELSE IN THESE GTCS OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THESE GTCS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (III) EXCEPT FOR BREACH OF CONFIDENTIALITY PURSUANT TO SECTION 8, FOR ANY INDIRECT, INCIDENTAL, OR (IV) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID HEREUNDER, IN ALL CASES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
Each Party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the Disclosing Party (“Confidential Information” of the Disclosing Party). Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under these GTCs. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees, except to those employees of the receiving Party with a need to know. The Receiving Party shall not be obligated under this Section with respect to information the Receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the Receiving Party or its employees or agents; (ii) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the Receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the Receiving Party without access to such Confidential Information.
9. Term and Termination
These GTCs will commence on the date executed by the Parties and shall terminate when the Services have been provided unless terminated as provided herein. If either Party materially breaches these GTCS, the other Party may terminate these GTCS upon 10 days’ prior written notice, unless the breach is cured within the notice period. Sections 1 through 8 and Section 10 of these GTCs shall survive termination.
10. Export Regulations
The Customer represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Miscellaneous
11.1 No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
11.2 If any provision of these GTCs is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these GTCs. In lieu of the invalid provision, the Parties undertake to agree a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these GTCs. The same shall apply in the event of any omission from these GTCs.
11.3 Neither Party shall assign, transfer, or sublicense any obligations or benefit under these GTCs without the written consent of the other (except that Camunda may utilize the services of a contractor to provide the Services).
11.4 Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection, or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the party not in default shall be entitled to terminate these GTCs. Neither Party shall have any liability to the other in respect of the termination of these GTCs as a result of an Event of Force Majeure.
12. Contracting Party, Governing Law, and Venue
Depending on where the Customer is domiciled, the Camunda entity entering into these GTCs, the law that will apply in any dispute or lawsuit arising out of or in connection with these GTCs, and the courts that have jurisdiction over any such dispute or lawsuit, will apply according to the below table. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
If Customer is domiciled in:
The Camunda entity entering into these GTCs:
Governing law:
Exclusive jurisdiction:
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
Germany, excluding both CISG and conflict of laws provisions
London, England
The United Kingdom and Commonwealth (excluding Canada)
Camunda LTD Moorcrofts Llp Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
13. Regional Terms
13.1 Germany, Austria, Switzerland
With respect to Customers domiciled in Germany, Austria, or Switzerland, these GTCs are only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
Section 7 (Liability) of these GTCS is replaced in its entirety with the following Section:
Camunda shall be liable for damages incurred by the Customer according to the applicable statutory provisions. In cases involving a simple negligence breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties that form the essence of these GTCs which were decisive for the conclusion of these GTCS and on the performance of which the Parties may rely on. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded.
The following sentence is added at the end of Section 3 (Warranties) of these GTCs:
If the Services are provided free of charge, Camunda limits its warranty to the minimum required by the statutory provisions.
THESE GTCS SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAIL OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, ORDER FORM, PURCHASE ORDER OR ANY SIMILAR ORDERING DOCUMENT; OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER:
Camunda Trial and Free Terms
Version
Effective July 1st 2026
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED ALPHA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Alpha Offerings; AI Features; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Alpha Offerings. From time to time, Camunda may invite User to try Alpha Offerings at no additional charge. For the purpose of this Agreement, “Alpha Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
AI Features. The Software contains features that incorporate artificial intelligence services (each an “AI Feature”). The AI Features will leverage the content that the User has loaded into the Software (“Input”) and may generate certain output (“Output”). The User acknowledges that the use of the AI Feature may, in some situations, result in incorrect Output. The User should evaluate the accuracy of any Output as appropriate for your use case, including by using a human review of the Output.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. The User retains all rights to their Input Data, and Camunda acquires ownership of any improvements, developments, or derivative works resulting from the use of the AI Features, excluding any rights to the User's confidential or personal information embedded within the Input Data. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls, AI Features and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement. The AI Features are supported by one or more AI models of third-party AI service providers (referred to herein as Camunda´s “AI Service Providers”). When the User uses the AI Feature, their data will be shared with Camunda´s AI Service Providers, and by submitting the Input to the AI Feature, the User consents to the disclosure of their Input to the applicable AI Service Provider. Camunda does not automatically include any user metadata or Personal Data when the User makes AI requests. However, any Personal or other Data present in the content that the User submits as “Input” when using the Software will be included in the request to the AI model and provided to Camunda´s AI Service Providers. Camunda warrants that it has Data Processing Addendums with all AI Service Providers in place and ensures that no User data shall be utilized for the training of AI models.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective April 1st 2026 to July 1st 2026
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED ALPHA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Alpha Offerings; AI Features; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Alpha Offerings. From time to time, Camunda may invite User to try Alpha Offerings at no additional charge. For the purpose of this Agreement, “Alpha Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
AI Features. The Software contains features that incorporate artificial intelligence services (each an “AI Feature”). The AI Features will leverage the content that the User has loaded into the Software (“Input”) and may generate certain output (“Output”). The User acknowledges that the use of the AI Feature may, in some situations, result in incorrect Output. The User should evaluate the accuracy of any Output as appropriate for your use case, including by using a human review of the Output.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. The User retains all rights to their Input Data, and Camunda acquires ownership of any improvements, developments, or derivative works resulting from the use of the AI Features, excluding any rights to the User's confidential or personal information embedded within the Input Data. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls, AI Features and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement. The AI Features are supported by one or more AI models of third-party AI service providers (referred to herein as Camunda´s “AI Service Providers”). When the User uses the AI Feature, their data will be shared with Camunda´s AI Service Providers, and by submitting the Input to the AI Feature, the User consents to the disclosure of their Input to the applicable AI Service Provider. Camunda does not automatically include any user metadata or Personal Data when the User makes AI requests. However, any Personal or other Data present in the content that the User submits as “Input” when using the Software will be included in the request to the AI model and provided to Camunda´s AI Service Providers. Camunda warrants that it has Data Processing Addendums with all AI Service Providers in place and ensures that no User data shall be utilized for the training of AI models.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective August 23rd 2024 to April 1st 2026
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED ALPHA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Alpha Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Alpha Offerings. From time to time, Camunda may invite User to try Alpha Offerings at no additional charge. For the purpose of this Agreement, “Alpha Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective December 18th 2023 to August 23rd 2024
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED BETA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective October 31st 2023 to December 18th 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED BETA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective September 29th 2023 to October 31st 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED BETA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective September 13th 2023 to September 29th 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA TRIAL AND CAMUNDA FREE AND ANY RELATED BETA OFFERINGS, (TOGETHER, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda Trial. Trial Evaluation Period.
Access to Camunda Trial. In order to access and use the Camunda Trial, User must register for a Camunda Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda Trial shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda Free
Automatic Access to Camunda Free. All Users who have registered for a Trial Account and have used the Camunda Trial during the Trial Evaluation Period without making a decision to buy either the Camunda Starter or the Camunda Enterprise plan will be automatically granted access to the Camunda Free upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Free plan, the User shall use the Camunda Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda Free, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda Free plan upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective July 19th 2023 to September 13th 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA PLATFORM 8 SAAS - TRIAL (“CAMUNDA SAAS EDITION TRIAL”) AND CAMUNDA PLATFORM 8 SAAS FREE TIER (“CAMUNDA SAAS FREE TIER EDITION” AND, TOGETHER WITH THE CAMUNDA SAAS TRIAL EDITION AND ANY RELATED BETA OFFERINGS, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda SaaS Trial Edition. Trial Evaluation Period.
Access to Camunda SaaS Trial Edition. In order to access and use the Camunda 8 SaaS Trial edition, User must register for a Camunda 8 Platform SaaS Trial Account (the “Trial Account”). By creating the Trial Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Evaluation Period. The evaluation period during which the User may access and use the Camunda 8 SaaS Trial edition shall be thirty (30) days from and including the date on which User registers for the Trial Account, unless otherwise agreed between the Parties (the “Trial Evaluation Period”).
2. Camunda SaaS Free Tier Edition
Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Account and have used the Camunda 8 SaaS Trial edition during the Trial Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional edition or the Camunda Platform SaaS Enterprise edition will be automatically granted access to the Camunda SaaS Free Tier upon the expiry date of the Trial Evaluation Period (“Trial Expiry Date”).
In order to access and use the Camunda Platform 8 SaaS Free Tier edition, the User shall use the Trial Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda 8 SaaS Free Tier edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Evaluation Period, unless User is granted automatic access to Camunda 8 SaaS Free Tier edition upon the Trial Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective June 13th 2023 to July 19th 2023
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Table of Contents
Camunda Platform SaaS Trial and Free Tier Edition Terms
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA PLATFORM SAAS TRIAL EDITION (“CAMUNDA SAAS TRIAL EDITION”) AND CAMUNDA PLATFORM SAAS FREE TIER EDITION (“CAMUNDA SAAS FREE TIER EDITION” AND, TOGETHER WITH THE CAMUNDA SAAS TRIAL EDITION AND ANY RELATED BETA OFFERINGS, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda SaaS Trial Edition. Trial Edition Evaluation Period.
Access to Camunda SaaS Trial Edition. In order to access and use the Camunda SaaS Trial Edition, User must register for a Camunda Platform SaaS Trial Edition Account (the “Trial Edition Account”). By creating the Trial Edition Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Edition Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Edition Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Edition Evaluation Period. The evaluation period during which the User may access and use the Camunda SaaS Trial Edition shall be thirty (30) days from and including the date on which User registers for the Trial Edition Account, unless otherwise agreed between the Parties (the “Trial Edition Evaluation Period”).
2. Camunda SaaS Free Tier Edition.
Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Edition Account and have used the Camunda SaaS Trial Edition during the Trial Edition Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional Edition or the Camunda Platform SaaS Enterprise Edition will be automatically granted access to the Camunda SaaS Free Tier Edition upon the expiry date of the Trial Edition Evaluation Period (“Trial Edition Expiry Date”).
In order to access and use the Camunda SaaS Free Tier Edition, the User shall use the Trial Edition Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda SaaS Free Tier Edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Edition Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Edition Evaluation Period, unless User is granted automatic access to Camunda SaaS Free Tier Edition upon the Trial Edition Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Edition Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective May 9th 2023 to June 13th 2023
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Table of Contents
Camunda Platform SaaS Trial and Free Tier Edition Terms
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA PLATFORM SAAS TRIAL EDITION (“CAMUNDA SAAS TRIAL EDITION”) AND CAMUNDA PLATFORM SAAS FREE TIER EDITION (“CAMUNDA SAAS FREE TIER EDITION” AND, TOGETHER WITH THE CAMUNDA SAAS TRIAL EDITION AND ANY RELATED BETA OFFERINGS, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda SaaS Trial Edition. Trial Edition Evaluation Period.
Access to Camunda SaaS Trial Edition. In order to access and use the Camunda SaaS Trial Edition, User must register for a Camunda Platform SaaS Trial Edition Account (the “Trial Edition Account”). By creating the Trial Edition Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Edition Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Edition Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Edition Evaluation Period. The evaluation period during which the User may access and use the Camunda SaaS Trial Edition shall be thirty (30) days from and including the date on which User registers for the Trial Edition Account, unless otherwise agreed between the Parties (the “Trial Edition Evaluation Period”).
2. Camunda SaaS Free Tier Edition.
Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Edition Account and have used the Camunda SaaS Trial Edition during the Trial Edition Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional Edition or the Camunda Platform SaaS Enterprise Edition will be automatically granted access to the Camunda SaaS Free Tier Edition upon the expiry date of the Trial Edition Evaluation Period (“Trial Edition Expiry Date”).
In order to access and use the Camunda SaaS Free Tier Edition, the User shall use the Trial Edition Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda SaaS Free Tier Edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Edition Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Edition Evaluation Period, unless User is granted automatic access to Camunda SaaS Free Tier Edition upon the Trial Edition Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Edition Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective February 24th 2023 to May 9th 2023
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Table of Contents
Camunda Platform SaaS Trial and Free Tier Edition Terms
IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH THE ENTIRE AGREEMENT BETWEEN YOU (“USER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 13 OF THIS AGREEMENT (“CAMUNDA”, “WE”, “US”, “OUR”) WHICH GOVERNS THE ACCESS AND USE OF CAMUNDA PLATFORM SAAS TRIAL EDITION (“CAMUNDA SAAS TRIAL EDITION”) AND CAMUNDA PLATFORM SAAS FREE TIER EDITION (“CAMUNDA SAAS FREE TIER EDITION” AND, TOGETHER WITH THE CAMUNDA SAAS TRIAL EDITION AND ANY RELATED BETA OFFERINGS, THE “SOFTWARE”), AS DESCRIBED HEREIN. CAMUNDA AND THE USER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
IF YOU ARE A CONSUMER IN GERMANY, AUSTRIA OR SWITZERLAND, PLEASE NOTE THE DEVIATING PROVISIONS IN SECTION 14. HERE YOU WILL ALSO FIND, IN PARTICULAR, INFORMATION ON THE DEVIATING LIABILITY PROVISIONS.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE SOFTWARE SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE SOFTWARE SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Camunda SaaS Trial Edition. Trial Edition Evaluation Period.
Access to Camunda SaaS Trial Edition. In order to access and use the Camunda SaaS Trial Edition, User must register for a Camunda Platform SaaS Trial Edition Account (the “Trial Edition Account”). By creating the Trial Edition Account, User acknowledges that it is solely responsible for maintaining the security of the Trial Edition Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this account during the term of this Agreement. During the term of this Agreement, the User (i) will not misuse or share their login credentials and security keys, misrepresent User’s identity or affiliation with an entity or impersonate any person or entity and (ii) agrees to immediately notify Camunda of any unauthorized use of the Trial Edition Account, or any other breaches of security of which User becomes aware. Camunda will have no liability for any acts or omissions on User’s or any third party’s part, including any damages of any kind incurred as a result of such acts or omissions. If Camunda believes, in its sole discretion, that User has violated or attempted to violate this Agreement, or the access or use of the Software by User presents a material security risk, Camunda may at its sole discretion suspend User’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide the User with advance written notice prior to implementing such suspension.
Trial Edition Evaluation Period. The evaluation period during which the User may access and use the Camunda SaaS Trial Edition shall be thirty (30) days from and including the date on which User registers for the Trial Edition Account, unless otherwise agreed between the Parties (the “Trial Edition Evaluation Period”).
2. Camunda SaaS Free Tier Edition.
Automatic Access to Camunda SaaS Free Tier Edition. All Users who have registered for a Trial Edition Account and have used the Camunda SaaS Trial Edition during the Trial Edition Evaluation Period without making a decision to buy either the Camunda Platform SaaS Professional Edition or the Camunda Platform SaaS Enterprise Edition will be automatically granted access to the Camunda SaaS Free Tier Edition upon the expiry date of the Trial Edition Evaluation Period (“Trial Edition Expiry Date”).
In order to access and use the Camunda SaaS Free Tier Edition, the User shall use the Trial Edition Account.
3. Access and Use Rights for the Software; Beta Offerings; Public Software; Indemnification, Feedback.
Grant of Access and Use Rights for the Software. Subject to the terms and conditions of this Agreement, and solely during the term of this Agreement, Camunda hereby grants to User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software for solely internal and non-productive purposes which, for Camunda SaaS Free Tier Edition, shall be furthermore limited to BPMN/DMN modeling. User’s access and use rights in connection with the Software shall be subject to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 4 (Intellectual Property Ownership), 5 (Confidentiality) and 10 (Export Regulations) hereto. The Software documentation, training materials or other materials can be downloaded at https://docs.camunda.io/ (together, the “Documentation”).
Access and Use Restrictions. The User shall comply with all applicable laws, including export control and data privacy laws. The User shall not: (i) execute or attempt to execute any malware in the Software or use or attempt to use the Software to transmit malware; (ii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) access or use the Software to compete against Camunda or to build a competitive product or service; (iv) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, provide access to the Software by making User’s Trial Edition Account available to any third party; (vi) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (vii) interfere with or disrupt the integrity, security or performance of the Software or third party data contained therein; (viii) attempt to gain unauthorized access to the Software or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; (x) use the Software in a production environment or on any deployed system, including without limitation commercial, for-profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent the use of the Software by Camunda’s other licensees, users or customers. All of the Documentation provided to User pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to User.
Beta Offerings. From time to time, Camunda may invite User to try Beta Offerings at no additional charge. For the purpose of this Agreement, “Beta Offerings” means any version of the Software which is clearly designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description. The User may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any services and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Software versions; accordingly, User will need to delete such Clusters and replace them with a new Cluster to receive subsequent versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is” and is exclusive of any warranty whatsoever.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar “ software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The User shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Indemnification. User will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by third parties which (i) are based on a violation of this Agreement by User or (ii) relate to or arise from disputes involving User and relate to access and use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
Technical Requirements. User has and will retain sole responsibility for User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), networks and internet services, whether operated directly by User or through the use of third party services, required to access and use the Software.
Feedback. The User agrees that any information or feedback they may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software or this Agreement (the “Feedback”) is non-confidential and User grants Camunda a non-exclusive, royalty-free, worldwide, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to User or any third party. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
4. Intellectual Property Ownership.
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Telemetry Data. For the purpose of this Section, “Telemetry Data” means all information and data of User collected in connection with User’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Software in general. It may contain Personal Data, such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. User acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. User hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, User applications and any third party products, as necessary to provide and improve the access to and use of the Software by the User. Camunda will not acquire any right, title or interest from User in or to any information processed or transmitted by or on behalf of User in the Software.
5. Confidentiality.
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the access and use of the Software by the User, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
6. No Indemnities; No Warranties; No Support; No Availability.
THIS AGREEMENT DOES NOT ENTITLE USER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. USER AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S OWN RISK. USER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF USER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR USER’S ACCESS TO THE SOFTWARE ENTITLE USER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE SOFTWARE.
7. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT NOT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access and use of and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
8. Term and Termination; Effect of Termination; Survival.
This Agreement will terminate automatically at the end of the Trial Edition Evaluation Period, unless User is granted automatic access to Camunda SaaS Free Tier Edition upon the Trial Edition Expiry Date, in which case the Agreement shall remain in effect until terminated in accordance with paragraph b. below.
Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Upon termination or expiration of this Agreement, all rights granted hereunder shall cease and User’s access to the Software will be shut down and its account will not be available to User. User must cease usage of the Software and the Trial Edition Account upon termination or expiration of this Agreement.
Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment, if any, will survive any termination hereunder (whether or not so expressly stated).
9. Relationship of the Parties.
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
10. Export Regulations.
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The User represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the User, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the User. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
11. Data Privacy and Security.
User represents and warrants that User will not provide to Camunda any information relating to identified or identifiable individuals other than login or admin data or data that is necessary for the access of the Software. If User nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement.
12. Miscellaneous.
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by User without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each Party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued access and use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
13. Contracting Party, Governing Law and Venue.
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where User is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
User domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
14. Regional Terms.
14.1 United States of America, Canada and Mexico.
With respect to Users domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
16. U.S. Government. The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14.2 Germany, Austria and Switzerland.
The following paragraph is added at the end of paragraph a. of Section 5 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 5 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 5 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 6 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
6. No Support; No Availability. Neither this Agreement nor User´s access to the Software entitle User to receive Support Services from Camunda for the Software. Furthermore, Camunda does not guarantee any availability of Software.
Section 7 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
7. Liability. Camunda is liable to the User only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
Notwithstanding Section 13, the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law, and not with consumers.
14.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
If you are a consumer* and live in the United Kingdom, Section 13 (Contracting Party, Governing Law and Venue) of this Agreement is replaced in its entirety with the following Section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
* You will qualify as a consumer if you are an individual or you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
The following paragraph is added at the end of Section 7 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 14 (Regional Terms) of the Agreement, as follows:
15. Service of Process.
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
16. Rights of Third Parties.
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Camunda 7 Trial Terms
Version
Effective January 29th 2024
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Table of Contents
IMPORTANT – READ CAREFULLY. THIS CAMUNDA 7 TRIAL TERMS (“AGREEMENT”) SETS FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, ”WE”, ”US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE CAMUNDA 7 TRIAL (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON “DOWNLOAD 30-DAYS TRIAL” AT THE BOTTOM OF THIS PAGE, OR (II) DOWNLOAD THE SOFTWARE FROM CAMUNDA’S DOWNLOAD PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT (I) CLICK “DOWNLOAD 30-DAYS TRIAL” OR (II) DOWNLOAD THE SOFTWARE UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU (I) CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “DOWNLOAD 30-DAYS TRIAL”, OR (II) DOWNLOAD THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE LICENSED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE CUSTOMER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO THE SOFTWARE ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The Customer represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The Customer represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Customers domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government
The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective October 31st 2023 to January 29th 2024
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IMPORTANT – READ CAREFULLY. THIS CAMUNDA 7 TRIAL TERMS (“AGREEMENT”) SETS FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, ”WE”, ”US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE CAMUNDA 7 TRIAL (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON “DOWNLOAD 30-DAYS TRIAL” AT THE BOTTOM OF THIS PAGE, OR (II) DOWNLOAD THE SOFTWARE FROM CAMUNDA’S DOWNLOAD PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT (I) CLICK “DOWNLOAD 30-DAYS TRIAL” OR (II) DOWNLOAD THE SOFTWARE UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU (I) CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “DOWNLOAD 30-DAYS TRIAL”, OR (II) DOWNLOAD THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE LICENSED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE CUSTOMER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO THE SOFTWARE ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The Customer represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The Customer represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Customers domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government
The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective September 13th 2023 to October 31st 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THIS CAMUNDA 7 TRIAL TERMS (“AGREEMENT”) SETS FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, ”WE”, ”US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE CAMUNDA 7 TRIAL (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON “DOWNLOAD 30-DAYS TRIAL” AT THE BOTTOM OF THIS PAGE, OR (II) DOWNLOAD THE SOFTWARE FROM CAMUNDA’S DOWNLOAD PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT (I) CLICK “DOWNLOAD 30-DAYS TRIAL” OR (II) DOWNLOAD THE SOFTWARE UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU (I) CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “DOWNLOAD 30-DAYS TRIAL”, OR (II) DOWNLOAD THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE LICENSED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE CUSTOMER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO THE SOFTWARE ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The Customer represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The Customer represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Customers domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government
The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective July 19th 2023 to September 13th 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THIS CAMUNDA PLATFORM 7 TRIAL TERMS (“AGREEMENT”) SETS FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, ”WE”, ”US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE CAMUNDA PLATFORM 7 TRIAL TERMS (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON “DOWNLOAD 30-DAYS TRIAL” AT THE BOTTOM OF THIS PAGE, OR (II) DOWNLOAD THE SOFTWARE FROM CAMUNDA’S DOWNLOAD PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT (I) CLICK “DOWNLOAD 30-DAYS TRIAL” OR (II) DOWNLOAD THE SOFTWARE UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU (I) CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “DOWNLOAD 30-DAYS TRIAL”, OR (II) DOWNLOAD THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE LICENSED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE CUSTOMER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO THE SOFTWARE ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The Customer represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The Customer represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Customers domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government
The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective June 13th 2023 to July 19th 2023
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Table of Contents
IMPORTANT – READ CAREFULLY. THIS CAMUNDA SOFTWARE EVALUATION AGREEMENT (“AGREEMENT”) SETS FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, ”WE”, ”US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE CAMUNDA PLATFORM ENTERPRISE TRIAL EDITION (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON “DOWNLOAD 30-DAYS TRIAL” AT THE BOTTOM OF THIS PAGE, OR (II) DOWNLOAD THE SOFTWARE FROM CAMUNDA’S DOWNLOAD PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT (I) CLICK “DOWNLOAD 30-DAYS TRIAL” OR (II) DOWNLOAD THE SOFTWARE UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU (I) CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “DOWNLOAD 30-DAYS TRIAL”, OR (II) DOWNLOAD THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, parners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE LICENSED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE CUSTOMER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO THE SOFTWARE ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The Customer represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The Customer represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Customers domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government
The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Effective February 24th 2023 to June 13th 2023
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IMPORTANT – READ CAREFULLY. THIS CAMUNDA SOFTWARE EVALUATION AGREEMENT (“AGREEMENT”) SETS FORTH THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 11 OF THIS AGREEMENT (“CAMUNDA”, ”WE”, ”US”, “OUR”) WITH RESPECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE CAMUNDA PLATFORM ENTERPRISE TRIAL EDITION (THE “SOFTWARE”), AS DESCRIBED HEREIN (CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT (I) CLICK ON “DOWNLOAD 30-DAYS TRIAL” AT THE BOTTOM OF THIS PAGE, OR (II) DOWNLOAD THE SOFTWARE FROM CAMUNDA’S DOWNLOAD PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO THE SOFTWARE. DO NOT (I) CLICK “DOWNLOAD 30-DAYS TRIAL” OR (II) DOWNLOAD THE SOFTWARE UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU (I) CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED “DOWNLOAD 30-DAYS TRIAL”, OR (II) DOWNLOAD THE SOFTWARE, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE SOFTWARE, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Grant of Rights; Restrictions; Feedback
Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the evaluation period agreed upon separately between Camunda and the Customer and confirmed via email (the “Evaluation Period”), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) access or use the Software for solely internal and non-productive purposes pursuant to the restrictions set forth in this Agreement, including, without limitation, those resulting from Sections 2 (Intellectual Property Ownership), 3 (Confidentiality), 8 (Export Regulations) hereto. All other uses are expressly prohibited.
Restrictions. The Customer shall not: (i) record, distribute, redistribute, assign, sell, lend, rent, lease, share, transfer, modify, display, perform, adapt, edit, create derivative works of, commercially exploit, license, sublicense or grant any rights in or to all or any portion, component, information and content incorporated into or used by the Software that is licensed hereunder or any other right to the Software not specifically set forth herein; (ii) reproduce or copy the Software, in whole or in part; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or the Documentation; (iv) except as expressly provided for in this Agreement, use the Software (or any portion, component, information and content incorporated into or used by the Software) in a production environment or in connection with any deployed computer system, including without limitation commercial, for-profit, or publicly accessible system or for commercial or revenue generating purposes; (v) permit third parties to use the Software or develop or deploy any system or software including the Software for use by any third parties; (vi) reverse assemble, reverse compile, reverse engineer, decompile, translate or otherwise attempt to discover the source code of any component of the Software; or (vii) access or use the Software in order to build a competitive product or service. All of the Documentation provided to the Customer pursuant to this Agreement is copyrighted by Camunda and Camunda retains all rights in the Documentation not expressly granted to the Customer.
Public Software. The Software contains libraries, utilities or components licensed under “open source”, “free software”, “source-available” or similar software licenses (“Public Software”). Nothing in this Agreement is intended to change or restrict the terms of any Public Software license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws). The Customer shall be responsible for any Public Software license being used solely in accordance with its respective license terms.
Feedback. The Customer agrees that any information or feedback it may provide to Camunda in any manner (including orally, in writing, or by means of documents) related to the Software, the Documentation or this Agreement (the “Feedback”) is non-confidential and the Customer grants Camunda a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, transferable, sub-licensable and irrevocable license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit such Feedback in Camunda’s business activities without restriction and without payment or accounting to the Customer or any third party. To the maximum extent permitted by law, the Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by the Customer.
2. Intellectual Property Ownership
Ownership of Intellectual Property. The Software contains proprietary and Confidential Information of Camunda and its licensors. Except to the extent licenses are expressly granted hereunder and save for any rights reserved to third parties, each Party and each Party’s licensors, respectively, retains all right, title and interest, including any Intellectual Property Rights, in and to all that Party’s respective products and services. Camunda retains all right, title and interest, including any Intellectual Property Rights, in and to the Software, any information and content incorporated into or used by the Software, the Documentation and any work product created by Camunda in the course of providing the Software and any service or support under this Agreement. For the purpose of this Agreement, “Intellectual Property Rights” mean rights such as copyright, trademarks, trade secrets, inventions, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
Collection of Certain Data. The Customer acknowledges that certain features used in connection with the Software are configured to collect and report telemetry data to Camunda to ensure the stability and functionality of the Software, to improve the user experience and to track usage of the Software. The Customer hereby consents and grants to Camunda a license to collect and use telemetry data generated by Customer’s use of the Software. Camunda will use the telemetry data subject to applicable law.
3. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Software by the Customer, which will be deemed confidential if marked as confidential or would normally under the circumstances be considered as such (“Confidential Information”).
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its employees who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for Intellectual Property Rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
4. No Indemnities; No Warranties; No Support
THIS AGREEMENT DOES NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE SOFTWARE, DOCUMENTATION AND ANYTHING PROVIDED IN CONNECTION THEREWITH ARE LICENSED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF THE CUSTOMER’S APPLICATIONS RUNNING WITH THE SOFTWARE WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE SOFTWARE WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO THE SOFTWARE ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR THE SOFTWARE.
5. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), LOST BUSINESS OR LOST SALES, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your use of and access to and/or reliance on the Software provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
6. Termination
Termination. This Agreement will terminate automatically at the end of the Evaluation Period. Either Party may terminate the Agreement at any time for any reason by giving the other Party at least ten (10) days’ prior written notice of termination.
Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder shall cease. Substantially concurrent with the end of the Evaluation Period or any earlier termination of this Agreement, Customer shall remove the Software (by permanently deleting the Software and all copies thereof) from Customer’s premises, unless Camunda gives Customer written authorization before close of the Evaluation Period or any earlier termination to retain possession of the Software and copies for a longer time period.
Survival. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination of this Agreement, including all associated definitions and all accrued rights to payment (if any) will survive any termination hereunder (whether or not so expressly stated).
7. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. The Parties agree that each is an independent contractor and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party. Each Party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
8. Export Regulations
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions.
The Customer represents and warrants that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iII) a person owned or controlled by any person covered by (i), or(ii).
9. Data Privacy and Security
The Customer represents and warrants that it will not disclose any information about identified or identifiable persons to Camunda in the course of using the Software.
10. Miscellaneous
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email.
This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent.
No failure or delay in exercising any right hereunder will operate as a waiver, thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted on Camunda’s website at https://camunda.com/. Your continued use of the Software pursuant to this Agreement after changes are posted constitutes an acknowledgement and acceptance of these changes.
11. Contracting Party, Governing Law and Venue
The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
12.1 United States of America, Canada and Mexico.
With respect to Customers domiciled in the United States of America, Canada and Mexico, two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
14. U.S. Government
The Software and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
12.2 Germany, Austria and Switzerland.
With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Civil Code (Bürgerliches Gesetzbuch, abbreviated BGB).
The following paragraph is added at the end of the first paragraph a. of Section 3 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
The following sentence is added at the end of paragraph d. of Section 3 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
The last sentence of paragraph e. of Section 3 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 4 (No Indemnities; No Warranties; No Support; No Availability) of this Agreement is replaced in its entirety with the following Section:
4. No Support. Neither this Agreement nor Customer´s access to the Software entitle the Customer to receive Support Services from Camunda for the Software.
Section 5 (Limitation of Liability) of this Agreement is replaced in its entirety with the following Section:
5. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
12.3 United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland.
The following paragraph is added at the end of Section 5 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
Two new Sections are added after Section 12 (Regional Terms) of the Agreement, as follows:
13. Service of Process. The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
14. Rights of Third Parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.
Camunda Enterprise General Terms
Version
Effective August 26th 2026
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1.Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
AI Agent means AI that, with an increased degree of autonomy, is capable of independently planning and taking actions to pursue a specified objective without human intervention - including by (a) triggering actions without renewed human approval, (b) engaging in independent or continuous planning, and (c) orchestrating or controlling tools, systems or sub-agents with write or execution rights - and that therefore goes beyond a merely reactive chatbot, irrespective of technology, implementation, provider or designation.
AI Service Provider means any third-party provider that provides or hosts AI Models which Camunda selects and makes available as part of the AI Services. It does not include providers selected or contracted by Customer or models brought under a bring-your-own-model approach.
AI Services means all services provided by Camunda under or in connection with this Agreement that incorporate, rely on or are enabled by AI, including Camunda's application and orchestration layer and AI-enabled features such as AI-assisted process modelling, document processing and AI Agent orchestration, regardless of whether the underlying AI Models are AI Service Providers or AI Models selected by Customer or provided by Customer under a bring-your-own-model approach.
Business Hour means 9:00 AM to 5:00 PM in the Selected Time Zone, on Monday through Friday, except where the applicable Order Form specifies otherwise or where the Customer is located in a jurisdiction where the standard business week runs Sunday through Thursday (including Israel and the GCC states).
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda SaaS Enterprise means the Camunda edition as described in the Documentation and hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda as described in the Documentation.
Confidential Information means any information or materials owned or possessed by the disclosing Party or its Affiliates (“Discloser”), advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Contractor means any Third Party that is performing IT services on a Party´s behalf.
Consulting Services means the services provided by Camunda and described under Exhibit B hereto.
Customer Content means all data, information and materials provided or made accessible to Camunda by or on behalf of Customer in connection with the AI Services, including data used for training or fine-tuning AI Models, prompts and other inputs, and configuration materials. It does not include Customer Output.
Customer Output means any content, predictions, results or other outputs generated by or through the AI Services for or in connection with Customer.
Deliverables means the defined outcomes or work products to be produced by Camunda as part of Professional Services, as further described in the applicable Statement of Work (“SOW”).
Documentation means guidelines, instructions, specifications, requirements and recommended actions for all components of the Software available at https://docs.camunda.io or for older Major Releases under https://docs.camunda.org/manual/latest/. The Documentation will be provided to the Customer electronically and in English.
Error has the meaning set out in Exhibit A to this Agreement.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software and Services and any other Camunda products.
Fees means all amounts payable by Customer under an applicable Order Form for Subscriptions and Services.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains new features and bug fixes. A Major Release may contain incompatible API changes.
Marketplace means any third-party online marketplace approved by Camunda from time to time through which Customer may purchase a Subscription and/or Consulting Services.
Minimum Term means the initial term of a Subscription, as specified in the Order Form. The Minimum Term begins on the Start Date and has a duration of at least one (1) year.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants, STP Tenants, together with any defined License Scope, in each case to the extent specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately.
Prohibited AI Use means any use of the AI Services that (a) qualifies as a prohibited AI practice or deployment of a high-risk AI system under EU Regulation 2024/1689 (the "AI Act"), or (b) is prohibited, restricted, or requires specific compliance measures under any applicable AI law, regulation, or binding regulatory framework in the relevant jurisdiction.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License, or the bpmn.io license (). Public Software provided to Customer under this Agreement may include Public Software copyrighted by a Third Party, which is also referred to as Third Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services andConsulting Services.
Software means the components that are part of Camunda SaaS and/or Camunda Self-Managed Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may only be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants may be purchased separately as Subscription upgrades.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method.
Subscription Term means the term of a Subscription, consisting of the Minimum Term and any Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within the Software with separate data, configuration, and user permissions.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
2.1 Order Forms
This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Customer through Order Forms. By signing an Order Form, Customer agrees to purchase a Subscription for the Software and Support and Maintenance Services, and may also purchase Consulting Services, as specified therein. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Customer Affiliates may purchase Subscriptions under this Agreement by concluding an Order Form with Camunda and expressly accepting these terms, and shall be regarded as the "Party" for purposes of that Order Form. Both parties may agree on additional Order Forms for upgrades or additional services. If Customer exceeds Permitted Usage, Customer must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Customer are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
2.2 Intellectual Property
Each Party retains all right, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. Unless an Order Form or SOW states otherwise, Customer owns Deliverables created specifically for Customer under Professional Services. To the extent Camunda intellectual property is incorporated in a Deliverable, Camunda grants Customer a worldwide, non-exclusive, non-transferable, royalty-free, perpetual license to use it solely as incorporated in the Deliverable for Customer's internal business purposes. Where Customer adopts a bring-your-own-model approach, Customer is solely responsible for obtaining all necessary rights and complying with the applicable provider's terms. Customer may, but is not obligated to, provide Feedback to Camunda. If Customer provides Feedback, Customer grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Customer waives all rights in any results or derivative works arising from Camunda's use of Feedback.
3. Fees and Payment
Customer shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Customer's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Customer will provide Camunda with reasonable supporting documentation. If Customer fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed. Where on-site work is performed, Customer will reimburse Camunda for reasonable, pre-approved expenses at actual cost without markup. Consulting Services must be used within the periods stated in the applicable Order Form or Camunda Academy terms; unused portions expire without replacement, extension, or refund unless otherwise expressly agreed in writing.
4. Confidential Information
4.1 Obligations
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information..
4.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
4.3. No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
5. Privacy and Data
Both Parties will comply with data protection laws applicable to their respective roles under this Agreement. Unless otherwise agreed in writing, neither Party is required to provide personal data beyond limited account setup information (e.g. name, email address). If Customer intends to share additional personal data requiring a data processing agreement (“DPA”) under applicable law, it shall notify Camunda in advance so the Parties can enter into Camunda's standard DPA available at https://legal.camunda.com/#data-processing-agreement. Camunda will maintain reasonable and appropriate technical and organizational security measures to ensure the security and confidentiality of any personal data processed under this Agreement. Where AI Services are used, Customer acknowledges that Customer Content (including any personal data therein) may be disclosed to AI Service Providers. Camunda warrants that it has entered into data processing agreements with all such AI Service Providers consistent with the requirements of the applicable DPA, and shall use commercially reasonable efforts to restrict AI Service Providers from training on Customer Content without Customer's express permission.
6. Artificial Intelligence
6.1 Usage Guidelines
Where Customer uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
6.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Customer agrees not to deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Customer's actions cause the AI Services to constitute a Prohibited AI Use, Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
6.3 AI Data and Output Rights
Customer grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for Customer's own business purposes, including incorporating it into Customer's products and services and making it available to Affiliates and third parties in the ordinary course of business.
6.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Customer is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of any AI Agent within its environment. Customer warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent will be used to perform any Prohibited AI Use. Customer shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent's operation at any time and maintain documented processes for regular review. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
6.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Accordingly, Customer shall indemnify Camunda against costs arising from third-party claims attributable to Customer's use of the AI Services. This indemnity extends to contractual penalties and administrative or judicial fines to the extent attributable to Customer's use of the AI Services.
7. Infringement
7.1 Obligation
Camunda will, at its expense, defend or settle any third-party claim alleging that any software program included in the Software, to the extent licensed under this Agreement or copyrighted to Camunda, infringes a copyright, trade secret, or patent in a Patent Cooperation Treaty country, and will indemnify Customer against damages and costs either awarded by a court or settled with Camunda's consent.
7.2 Exclusions
Camunda has no obligation for claims arising from: (i) modifications to the Software not made by Camunda; (ii) combination of the Software with products or services not provided by Camunda, where the claim would not exist but for such combination; (iii) software products not provided by Camunda; (iv) use inconsistent with this Agreement; or (v) Customer's failure to apply, within 30 days of notice, an update that would have resolved the claim without substantial loss of functionality.
7.3 Conditions
Camunda's obligations are conditioned on Customer: (i) promptly notifying Camunda in writing of the claim; (ii) making no admissions adverse to Camunda's interests; (iii) granting Camunda sole control of the defense and settlement; and (iv) cooperating with Camunda, at Camunda's expense, in the defense and settlement.
7.4 Remedies
If the Software is held or reasonably believed by Camunda to infringe, Camunda will, at its option and expense: (i) modify or replace the infringing component within a commercially reasonable timeframe without substantial loss of functionality; (ii) procure Customer's right to continue use; or (iii) terminate the Agreement, accept return of the Software, and refund prepaid fees pro rata for the unused Subscription Term.
8. Warranty
8.1 Mutual Representations and Warranties
Each Party represents and warrants that: (a) entering into and performing this Agreement does not violate any obligation binding on it; (b) it will comply with all applicable laws in connection with its performance; and (c) this Agreement has been duly authorised and constitutes a valid and legally binding obligation of that Party.
8.2 Services and Software Warranty
Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) for sixty (60) days from the Subscription Start Date, the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty.
8.3 AI Services Warranty
Camunda warrants that the functionalities of the AI Services within its own sphere of responsibility - in particular its application and orchestration layer and AI-enabled features developed and operated by Camunda - will perform materially in accordance with the applicable service description and Documentation during the Subscription Term. Camunda does not warrant the functionality, accuracy, availability or performance of any AI Model as such, including the quality or completeness of Customer Output to the extent attributable to the AI Model rather than to Camunda's own sphere of responsibility, or any defect attributable to components outside Camunda's sphere of responsibility. This does not affect Camunda's responsibility for the careful selection and integration of AI Models it makes available as part of the AI Services.
8.4 Exclusions
The above warranty does not apply where: (a) Customer has not applied an available Software update that would have resolved the non-conformity; (b) the Software has been modified other than by or on behalf of Camunda; or (c) the Software is used in a manner inconsistent with this Agreement or the Documentation (including applicable system specifications).
8.5 DISCLAIMER
EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND THIS AGREEMENT IS FOR SERVICES, NOT THE SALE OF GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY CAMUNDA OR ITS REPRESENTATIVES CREATES ANY WARRANTY BEYOND WHAT IS EXPRESSLY WARRANTED ABOVE. WHERE MANDATORY APPLICABLE LAW LIMITS THIS DISCLAIMER, IT APPLIES TO THE FULLEST EXTENT PERMITTED BY THAT LAW. WHERE A COURT CHARACTERISES THIS AGREEMENT AS A RENTAL OR LEASE OF SOFTWARE, ANY STATUTORY RENT-REDUCTION RIGHTS ARE LIMITED TO THE REMEDY SET OUT IN THE SOLE REMEDY CLAUSE ABOVE TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THIS CLAUSE LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
9. Liability
9.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
9.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM CAMUNDA’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, CAMUNDA’S AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION LIMITS CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, CAMUNDA'S LIABILITY IN RESPECT OF THE AI SERVICES, INCLUDING ANY ADMINISTRATIVE PENALTIES UNDER APPLICABLE AI LAW OR REGULATION, IS LIMITED IN ACCORDANCE WITH THIS SECTION.
9.3 Applicability
THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR TO CUSTOMER’S WILFUL OR MATERIAL UNAUTHORIZED USE OF THE SOFTWARE. CAMUNDA MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY ACTUAL OR THREATENED BREACH. THE FOREGOING LIMITATIONS SHALL OTHERWISE APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
10. Term and Termination
10.1 Term
This Agreement commences on the Effective Date and remains in effect until all Subscriptions have expired or been terminated. The Agreement shall remain in effect for a minimum of one (1) year from the Start Date of the first Subscription. The Order Form specifies the Minimum Term and Start Date and each Subscription renews automatically for successive one (1) year Renewal Terms unless either party provides written notice of non-renewal at least three (3) months prior to the end of the then-current term.
10.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
10.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
11. Miscellaneous
11.1 Assignment; Subcontracting
Camunda may assign this Agreement or any Order Form without Customer's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
11.2 Notices
Notices shall be sent by email to Camunda at customer-success@camunda.com and to Customer at the email on the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party.
11.3 No Waiver; Severability
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
11.4 Export; Human Rights; Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of sanctions or cause the other Party to violate sanctions.
11.5 Conflict Resolution
In the event of a dispute arising out of or in connection with this Agreement, the Parties shall first seek to resolve it through good faith negotiations within thirty (30) days of notification of the dispute. If unresolved, the Parties may agree to mediation under the ICC Mediation Rules before resorting to court proceedings under the governing law and venue of this Agreement. Court action shall only be admissible after a mediation hearing has taken place or sixty (60) days have elapsed since a mediation request.
11.6 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties' entire agreement and supersedes all prior communications. In case of conflict: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including Exhibits and amendments. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
11.7 Customer Reference
The Customer grants Camunda a limited, non-exclusive, non-transferable, free right during the agreement term to use the Customer’s name, logo, and reference in marketing materials (digital or print), including publication and distribution. This includes permission to use the Customer’s logo and brand name, facilitate reference discussions, and create marketing content such as testimonials, press releases, and case studies about the Customer’s use of Camunda. All testimonials, press releases, and case studies require prior Customer approval before publication.
11.8 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
11.9 Independence
The Customer remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties. Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
11.10 High Risk Activities
The Software is not designed or intended for use in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems ("High Risk Activities"). Camunda disclaims any warranty of fitness for High Risk Activities.
11.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
12. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
13. Regional Terms
13.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
Section 8.2 (Services and Software Warranty) of this Agreement is replaced with the following: “Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) during the Subscription Term the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty..”
Section 9 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“9. Liability
9.1 Scope of Lability
For simple negligent breaches of Primary Obligations, Camunda's liability is limited to foreseeable, typical damages. Liability for simple negligent breaches of accessory obligations is excluded. Each Party's and its Affiliates' total aggregate liability under this Agreement shall not exceed the greater of (i) fees paid by Customer for the relevant services in the twelve (12) months preceding the liability-triggering event, or (ii) €100,000. These limitations apply equally to Camunda's Affiliates and Representatives. For the avoidance of doubt, Camunda's liability in respect of the AI Services, including any administrative penalties under applicable AI law or regulation, is limited in accordance with this Section.
9.2 Limitation Period
Camunda's strict liability under § 535a para. 1 BGB is excluded. Claims for damages or wasted expenditure against Camunda expire after one (1) year from when the Customer knew or ought to have known of the claim, and no later than five (5) years after the claim arises.
9.3 Strict liability
The above limitations do not apply to: (i) death or personal injury; (ii) intent or gross negligence; (iii) intellectual property infringement in relation to Section 7; (iv) payment obligations; or (v) Product Liability Act claim
iii. Sections 11.10 and 11.11 are deleted.
13.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 11.10 (High Risk Activities) and 11.11 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“11.10 Service of Process
Any claim form or documents relating to proceedings under this Agreement may be served at each Party's registered address, including where such address is outside England and Wales.
11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
13.3 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 11.11 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
14. Marketplace Subscriptions
14.1 Scope
This Section 14 applies only where the Customer purchases or renews a Subscription or Services through a Marketplace. In the event of any conflict between this Section 14 and the remainder of the Agreement, this Section 14 will control solely with respect to such Marketplace Subscriptions. This Agreement (together with the applicable Order Form, uploaded and accepted through a Marketplace) sets forth the rights and obligations of the parties with respect to the subscription to the Software and/or Services through the placing of an order through a Marketplace.
14.2 Contracting and Payment
(a) For Marketplace Subscriptions, the sale is deemed made through the Marketplace, acting as reseller or billing agent, and in deviation from Section 12, the Camunda entity defined in the Order Form (“Camunda”) is the third-party provider of the Software or Services.
(b) Customer’s payment and invoicing obligations are governed by the terms of the applicable Marketplace, and Customer shall pay all amounts due through the applicable Marketplace in accordance with its billing procedures.
14.3 Renewals and Subscription Upgrades
Renewals or changes in Subscription quantity made through an Approved Marketplace shall be subject to Camunda’s then-current pricing, as reflected in a new or updated private offer or Order Form. Camunda will have the right to invoice the Customer for all additional usage and/or capacity if the Customer exceeds the Permitted Usage.
14.4 No Change to Core Terms
Except as expressly provided in this Section 14, all other terms and conditions of this Agreement (including license scope, intellectual property, confidentiality, data protection, and limitation of liability) remain unchanged and apply in full to Marketplace Subscriptions.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased as a Subscription under an Order Form and further detailed herein and in the applicable Order Form. There are 3 levels of Customer Success Plans: Essential, Advanced and Enterprise Success.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified as either a Critical Error, Major Error or a Support Request.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Support Request means any question or request from Customer in the ticketing system that is designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations.
Response Time means the time from the notification of an Error or Support Request by Customer via the agreed reporting method (as defined herein) to the initiation of actions by Camunda.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer where included in the Order Form as part of an Enterprise Success Plan. TAM may include, as agreed between the Parties, technical kick-off and enablement sessions, periodic or on-demand technical check-ins and health check workshops, access to a technical account manager for advice, guidance and recommendations, scoping of knowledge sessions with Camunda consultants, and support request tracking. TAM does not include implementation of a project or use case.
2. Scope
During the applicable Subscription Term, Camunda will remotely provide: (i) onboarding services where included in the purchased Customer Success Plan; (ii) support for Customer's designated Support Contacts on a supported Software Version; (iii) access to new Software Versions as outlined herein; and (iv) Error corrections and responses to Support Requests within the timeframes specified in the applicable Customer Success Plan. Camunda will provide Support and Maintenance Services to Customer's Contractors performing services on Customer's behalf, provided that Customer remains responsible for its Contractors' compliance with this Agreement and such Contractors are bound by obligations reasonably protecting Camunda's intellectual property rights and Confidential Information. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
3. Version Support
Support and Maintenance Services are provided for each Software Version for 18 months from its Minor Release date, after which Customer must update to a more recent Version if available. If no successor Version has been released, Camunda will continue supporting the then-current Version under this Agreement until a new Version is released. Camunda publishes new Versions at its sole discretion and will notify Support Contacts and update the Documentation accordingly.
4. Customer´s responsibilities
Customer shall cooperate with Camunda as follows: (i) each Support Contact must have working knowledge of the Software and Camunda's support processes, or complete Camunda-designated training; (ii) upon an Error, a Support Contact shall promptly notify Camunda, provide reasonably requested diagnostic information, and flag any issues impacting the Software - including modifications, which are only authorized via accepted pull request; (iii) Errors must be reproducible on a standard, unmodified Software version; Customer shall help reproduce them where possible (e.g. via unit test), or describe the Error as precisely as possible; (iv) unless commercially unreasonable, Customer shall implement Camunda's recommendations to resolve Errors, including installation of Minor Releases, Patch Releases, or hotfixes; (v) Customer is responsible for data backup — solely for Self-Managed deployments, and for configuring backup settings for SaaS deployments; and (vi) Camunda shall only access Customer's systems if explicitly requested, approved, and monitored by Customer (excluding SaaS Clusters).difications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
5. Excluded services
Support and Maintenance Services do not include: (i) analysis or resolution of Errors arising from non-compliance with this Agreement or the Documentation, including unauthorized modifications, use outside Permitted Usage, or failure to meet operating conditions; (ii) resolution of Errors relating to components not received by or made accessible to Customer under the applicable Order Form; and (iii) any other services not specifically set forth in this Exhibit, including without limitation installation, integration, customizations, and any other Consulting Services.
6. Service Level Agreement
With the entry into a Subscription, Camunda will respond to Errors and Support Requests according to the Customer Success Plan specified in the applicable Order Form and as defined below. Response Times represent Camunda's initial qualified response, not resolution timeframes.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
7. Access to Camunda Academy and Camunda Success Center
Camunda grants Customer a limited, non-transferable right to access Camunda Academy and Camunda Success Center during the Subscription Term for information, guidance, and support. Customer shall: (i) restrict access to Customer’s employees, authorized Representatives and agents (including vicarious agents) only; (ii) maintain confidentiality of access credentials; (iii) comply with applicable laws; (iv) promptly notify Camunda of any suspected security breach; and (v) not misuse the platforms, including by attempting unauthorized access, circumventing security measures, or introducing malicious code. Customer is responsible for all activity under its account. Camunda may suspend or terminate access without notice if required by law, to protect third-party rights, or for breach of this Agreement. Platform features and availability may change at Camunda's discretion.
Exhibit B “Consulting Services”
Subject to Customer’s compliance with the Agreement and timely payment of all applicable Fees, Camunda will provide Consulting Services to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Exhibit have the meaning ascribed to them in the Agreement.
1. Definitions
Professional Services are project-based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a SOW, and aimed at defined Deliverables. Timelines for Professional Services are estimates only. Camunda will determine the manner and means of performing Professional Services, in accordance with the agreed scope.
Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified Deliverables, formal acceptance, or a fixed schedule.
Trainings are courses provided via Camunda Academy, including (a) on-demand Trainings (self-paced online) and (b) instructor-led Trainings (remote or on-site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under an Order Form that references the Agreement. In the event of any conflict between the Agreement and a Consulting Services Order Form, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On-site work and substitutions. When on-site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose a replacement resource or an alternative date.
2.4 Scope changes. Any change to the Deliverables that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non-conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non-conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees. In addition, Customer will provide a suitable test or non-production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Cancellation and Postponement
4.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
4.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before the agreed date; (b) 20% if postponed fewer than seven (7) calendar days before the agreed date; and (c) 80% if postponed fewer than two (2) calendar days before the agreed date.
4.3 Trainings. Camunda may cancel or reschedule any paid Training, including any on-site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty-one (21) calendar days’ prior notice for on-site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on-site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Exhibit C “Camunda SaaS Enterprise”
This Exhibit applies to all Camunda SaaS Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
1. Definitions
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means a credit, calculated as a percentage of the Total Monthly Fees, applied to Customer’s invoice in accordance with this Exhibit.
Availability Target means the percentage of minutes in a calendar month during which a Component is available, excluding Downtime. A Component provisioned for part of a month is deemed fully available for the period prior to provisioning.
Cluster means a deployment of the Orchestration Cluster for Camunda SaaS Enterprise.
Development Cluster is a Cluster used for development and non-production purposes.
Downtime means the total minutes in a calendar month during which a component is unavailable, excluding Excluded Downtime. A minute is unavailable only if all connection attempts by Camunda's monitoring system within that minute fail; partial minutes are not counted.
Excluded Downtime means any Downtime caused in whole or in part by (i) suspension of Customer's access under this Agreement; (ii) Customer's use outside the Hosting Packages; (iii) Customer's breach of this Agreement or unauthorized account actions; (iv) factors outside Camunda's reasonable control (including Force Majeure events, Customer connectivity or bandwidth issues, Customer-supplied dependencies, or third-party acts or omissions); (v) Customer's failure to use Camunda-supported clients or configurations as per the Documentation; (vi) Customer's failure to follow, or interference with, Camunda's recommended remedial action; (vii) Customer's negligence or willful misconduct; (viii) Maintenance Work, including (a) scheduled Maintenance Work on at least five days' prior notice, (b) ad hoc Maintenance Work to prevent unavailability or address security, stability, or critical patch needs, or (c) Customer-initiated Cluster updates; or (ix) Customer's failure to provide information required to provision or operate a Cluster.
Hosting Packages means the Basic, Standard or Advanced hosting capabilities reserved by Customer under the applicable Order Form.
Maintenance Work means any update or adaptation of Camunda SaaS Enterprise to improve functionality, introduce new features or fix malfunctions, which may affect availability.
Management Cluster means the components outside the Orchestration Cluster responsible for process design and enabling users to model and deploy processes and decisions, as further described in the Documentation, which includes Web Modeler and Console (or any successor or renamed equivalent as specified in the Documentation from time to time).
Orchestration Cluster means the core Software components responsible for process automation and orchestration, as further described in the Documentation, which includes Zeebe, Operate, Tasklist, Identity and the Orchestration Cluster APIs (or any successor or renamed equivalent as specified in the Documentation from time to time).
Stable means a Cluster running a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means 1/12 of the annual Fees for the applicable Subscription.
2. Account Registration and Use Rights
2.1 Account Registration. To access Camunda SaaS Enterprise, Customer must register an account. Customer is responsible for maintaining account security (including login credentials and access keys) and all activity under its account, and must promptly notify Camunda of any unauthorized use or security breach. Camunda is not liable for acts or omissions of Customer or any Third Party in relation to the account. Service notifications will be sent to the registered email address.
2.2 Right to Use. During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and Hosting Packages.
2.3 Use Restrictions. Customer shall not: (i) introduce or transmit harmful code (including viruses, trojans, or ransomware) into or through Camunda SaaS Enterprise; (ii) store or distribute harassing, threatening, infringing, unlawful, or obscene content, or content violating third-party rights; (iii) use Camunda SaaS Enterprise for benchmarking, competitive analysis, or to develop competing products or services; (iv) make Camunda SaaS Enterprise available to any Third Party except as expressly permitted; (v) sell, resell, rent, lease, or offer service bureau or time-sharing arrangements based on Camunda SaaS Enterprise; (vi) interfere with or disrupt the integrity, security, or performance of Camunda SaaS Enterprise; (vii) attempt unauthorized access to Camunda SaaS Enterprise or associated systems; (viii) modify, disassemble, decompile, or reverse engineer Camunda SaaS Enterprise; or (ix) take any action that prevents other customers from using Camunda SaaS Enterprise.
2.4 Suspension. Camunda may suspend Customer's access to, or upgrade the Version of, Camunda SaaS Enterprise if Camunda reasonably determines that Customer has violated this Agreement, that Customer's use poses a material security risk, or that Customer is using an unsupported Version. Camunda will use reasonable efforts to provide advance written notice prior to any suspension.
2.5 Customer Indemnity. Notwithstanding any exclusion or limitation in this Agreement, Customer will indemnify and hold Camunda harmless from all losses, liabilities, damages, costs, and expenses (including reasonable legal costs to the extent permitted by applicable law) arising from third-party claims related to Customer's violation of Use Restrictions (i), (ii), or (iii) above.
3. Availability, Maintenance Work and Technical Requirements
3.1 Availability Camunda will comply with the Availability Targets for Camunda SaaS Enterprise as set out further in this Exhibit. Any malfunctions affecting availability must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
3.2 Maintenance Work Camunda will use reasonable efforts to provide advance notice of Maintenance Work and will schedule non-emergency Maintenance Work outside Business Hours where practicable. Camunda may carry out ad hoc Maintenance Work at any time to address high security risks, platform stability, or critical fixes. Customer agrees that Camunda may access Customer’s Clusters to carry out Maintenance Work.
3.3 Technical Requirements Customer is solely responsible for its IT infrastructure (including hardware, software, networks, and internet connectivity), whether operated directly or through Third Parties, as required to access Camunda SaaS Enterprise.
4. Alpha Offerings and Development Cluster
4.1 Alpha Offerings Camunda may invite Customer to try alpha products or services at no charge. Alpha Offerings are provided for evaluation purposes only, not for production use, and may be discontinued at any time. They are unsupported, may be subject to additional terms, and Clusters running Alpha Offerings cannot be updated - replacement is required to receive subsequent Versions. To the maximum extent permitted by applicable law, Alpha Offerings are provided "as is" without warranty or liability of any kind.
4.2 Development Cluster DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL WARRANTIES WITH RESPECT TO DEVELOPMENT CLUSTERS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS.
5. Availability Targets and Availability Service Credits
Camunda will comply with the Availability Targets for Stable Clusters under the applicable Hosting Package, including a 99% Availability Target for the Management Cluster and the Orchestration Cluster targets set out below. Availability Targets do not apply to Development Clusters, Alpha Offerings or Clusters using an unsupported Version of Camunda SaaS Enterprise. To claim an Availability Service Credit, Customer must log a support ticket within five calendar days after the end of the relevant month, including the Cluster ID and a description of the Downtime event. Claims are ineligible if any Fees are outstanding at the time of submission. Camunda will evaluate claims in good faith based on its system logs and monitoring data and, if confirmed, apply the credit against Customer's next invoice. Availability Service Credits are Customer's sole and exclusive remedy for unavailability of Camunda SaaS Enterprise, are not redeemable for cash, exclude applicable taxes, expire twelve months from issuance, and are forfeited if the claim is not submitted timely and complete. If Camunda misses an Availability Target for the Orchestration Cluster in any calendar month, Camunda will provide the following Availability Service Credits, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
6. Data Act
To the extent the Software or Services constitute a Data Processing Service under EU Regulation 2023/2854 (the "Data Act"), the Data Act Addendum at https://legal.camunda.com/licensing-and-other-legal-terms#data-act-addendum applies and may be updated by Camunda to incorporate any terms issued by the European Commission as required to comply with the Data Act. "Data Processing Services" has the meaning given in the Data Act. If Customer terminates a Subscription during the Minimum or Renewal Term under the Data Act, Camunda will refund Fees paid in advance for the period after the termination effective date, less any costs saved by Camunda as a result of the early termination.
7. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Exhibit D “Camunda Self-Managed Enterprise"
This Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
1. Delivery
Camunda shall provide the Software in object code only. Promptly after execution of the initial Order Form, Camunda will provide Customer with the license key electronically. The Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and is deemed accepted upon Delivery. For each Renewal Term, no further Delivery is required; the Software is deemed delivered on the first day of that Renewal Term.
2. License Grant and Restrictions
2.1 License Grant Subject to Customer's material compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license during the Subscription Term to use the Software in object code form within the Permitted Usage. Under this license, Customer may: (i) install, run, and use the Software; (ii) permit Contractors or Affiliates to exercise the rights in the Software solely on Customer's behalf and subject to this Agreement; and (iii) use the Software for developing, testing, and staging purposes. This license does not limit rights granted under applicable Public Software or Third-Party Public Software licenses, which govern independently and do not restrict Customer's rights under this Agreement. Applicable licenses are listed in the Documentation, and Customer is responsible for its compliance with these terms. All rights not expressly granted are retained by Camunda.
2. 2 Restrictions Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate, Contractor, or Third Party to: (i) use the Software for its own internal business purposes outside the scope of the Permitted Usage; (ii) reverse engineer, decompile, or derive the source code of the Software, except as permitted by applicable law; (iii) modify or copy any part of the Software; (iv) sell, lease, distribute, or lend the Software to any Third Party, except as expressly permitted herein; (v) circumvent any restrictions on use, including those enforced by a license key; (vi) use the Software in violation of applicable law; or (vii) remove or alter any proprietary notices or markings without Camunda's prior written consent.
2.3 Reporting and Auditing No later than twenty-one (21) days after each calendar quarter of a Subscription, Customer will report its consumed quantities for each Permitted Usage metric to Camunda by email. If Camunda does not receive a usage report under this Section or reasonably believes a report is materially inaccurate, Camunda may, no more than once per calendar year and upon reasonable notice, audit Customer's records to verify compliance with the Permitted Usage. This right survives for one (1) year after termination or expiration of the Subscription. Audits will take place during normal Business Hours at Customer's cost. Customer will pay any underpayment within thirty (30) days of notice.
2.4 Telemetry Data For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If Telemetry Data is enabled by the Customer, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective August 26th 2026 to August 26th 2026
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1.Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
AI Agent means AI that, with an increased degree of autonomy, is capable of independently planning and taking actions to pursue a specified objective without human intervention - including by (a) triggering actions without renewed human approval, (b) engaging in independent or continuous planning, and (c) orchestrating or controlling tools, systems or sub-agents with write or execution rights - and that therefore goes beyond a merely reactive chatbot, irrespective of technology, implementation, provider or designation.
AI Service Provider means any third-party provider that provides or hosts AI Models which Camunda selects and makes available as part of the AI Services. It does not include providers selected or contracted by Customer or models brought under a bring-your-own-model approach.
AI Services means all services provided by Camunda under or in connection with this Agreement that incorporate, rely on or are enabled by AI, including Camunda's application and orchestration layer and AI-enabled features such as AI-assisted process modelling, document processing and AI Agent orchestration, regardless of whether the underlying AI Models are AI Service Providers or AI Models selected by Customer or provided by Customer under a bring-your-own-model approach.
Business Hour means 9:00 AM to 5:00 PM in the Selected Time Zone, on Monday through Friday, except where the applicable Order Form specifies otherwise or where the Customer is located in a jurisdiction where the standard business week runs Sunday through Thursday (including Israel and the GCC states).
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda SaaS Enterprise means the Camunda edition as described in the Documentation and hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda as described in the Documentation.
Confidential Information means any information or materials owned or possessed by the disclosing Party or its Affiliates (“Discloser”), advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Contractor means any Third Party that is performing IT services on a Party´s behalf.
Consulting Services means the services provided by Camunda and described under Exhibit B hereto.
Customer Content means all data, information and materials provided or made accessible to Camunda by or on behalf of Customer in connection with the AI Services, including data used for training or fine-tuning AI Models, prompts and other inputs, and configuration materials. It does not include Customer Output.
Customer Output means any content, predictions, results or other outputs generated by or through the AI Services for or in connection with Customer.
Deliverables means the defined outcomes or work products to be produced by Camunda as part of Professional Services, as further described in the applicable Statement of Work (“SOW”).
Documentation means guidelines, instructions, specifications, requirements and recommended actions for all components of the Software available at https://docs.camunda.io or for older Major Releases under https://docs.camunda.org/manual/latest/. The Documentation will be provided to the Customer electronically and in English.
Error has the meaning set out in Exhibit A to this Agreement.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software and Services and any other Camunda products.
Fees means all amounts payable by Customer under an applicable Order Form for Subscriptions and Services.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains new features and bug fixes. A Major Release may contain incompatible API changes.
Marketplace means any third-party online marketplace approved by Camunda from time to time through which Customer may purchase a Subscription and/or Consulting Services.
Minimum Term means the initial term of a Subscription, as specified in the Order Form. The Minimum Term begins on the Start Date and has a duration of at least one (1) year.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants, STP Tenants, together with any defined License Scope, in each case to the extent specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately.
Prohibited AI Use means any use of the AI Services that (a) qualifies as a prohibited AI practice or deployment of a high-risk AI system under EU Regulation 2024/1689 (the "AI Act"), or (b) is prohibited, restricted, or requires specific compliance measures under any applicable AI law, regulation, or binding regulatory framework in the relevant jurisdiction.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License, or the bpmn.io license (). Public Software provided to Customer under this Agreement may include Public Software copyrighted by a Third Party, which is also referred to as Third Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services andConsulting Services.
Software means the components that are part of Camunda SaaS and/or Camunda Self-Managed Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may only be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants may be purchased separately as Subscription upgrades.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method.
Subscription Term means the term of a Subscription, consisting of the Minimum Term and any Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within the Software with separate data, configuration, and user permissions.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
2.1 Order Forms
This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Customer through Order Forms. By signing an Order Form, Customer agrees to purchase a Subscription for the Software and Support and Maintenance Services, and may also purchase Consulting Services, as specified therein. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Customer Affiliates may purchase Subscriptions under this Agreement by concluding an Order Form with Camunda and expressly accepting these terms, and shall be regarded as the "Party" for purposes of that Order Form. Both parties may agree on additional Order Forms for upgrades or additional services. If Customer exceeds Permitted Usage, Customer must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Customer are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
2.2 Intellectual Property
Each Party retains all right, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. Unless an Order Form or SOW states otherwise, Customer owns Deliverables created specifically for Customer under Professional Services. To the extent Camunda intellectual property is incorporated in a Deliverable, Camunda grants Customer a worldwide, non-exclusive, non-transferable, royalty-free, perpetual license to use it solely as incorporated in the Deliverable for Customer's internal business purposes. Where Customer adopts a bring-your-own-model approach, Customer is solely responsible for obtaining all necessary rights and complying with the applicable provider's terms. Customer may, but is not obligated to, provide Feedback to Camunda. If Customer provides Feedback, Customer grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Customer waives all rights in any results or derivative works arising from Camunda's use of Feedback.
3. Fees and Payment
Customer shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Customer's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Customer will provide Camunda with reasonable supporting documentation. If Customer fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed. Where on-site work is performed, Customer will reimburse Camunda for reasonable, pre-approved expenses at actual cost without markup. Consulting Services must be used within the periods stated in the applicable Order Form or Camunda Academy terms; unused portions expire without replacement, extension, or refund unless otherwise expressly agreed in writing.
4. Confidential Information
4.1 Obligations
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information..
4.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
4.3. No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
5. Privacy and Data
Both Parties will comply with data protection laws applicable to their respective roles under this Agreement. Unless otherwise agreed in writing, neither Party is required to provide personal data beyond limited account setup information (e.g. name, email address). If Customer intends to share additional personal data requiring a data processing agreement (“DPA”) under applicable law, it shall notify Camunda in advance so the Parties can enter into Camunda's standard DPA available at https://legal.camunda.com/#data-processing-agreement. Camunda will maintain reasonable and appropriate technical and organizational security measures to ensure the security and confidentiality of any personal data processed under this Agreement. Where AI Services are used, Customer acknowledges that Customer Content (including any personal data therein) may be disclosed to AI Service Providers. Camunda warrants that it has entered into data processing agreements with all such AI Service Providers consistent with the requirements of the applicable DPA, and shall use commercially reasonable efforts to restrict AI Service Providers from training on Customer Content without Customer's express permission.
6. Artificial Intelligence
6.1 Usage Guidelines
Where Customer uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
6.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Customer agrees not to deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Customer's actions cause the AI Services to constitute a Prohibited AI Use, Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
6.3 AI Data and Output Rights
Customer grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for Customer's own business purposes, including incorporating it into Customer's products and services and making it available to Affiliates and third parties in the ordinary course of business.
6.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Customer is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of any AI Agent within its environment. Customer warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent will be used to perform any Prohibited AI Use. Customer shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent's operation at any time and maintain documented processes for regular review. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
6.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Accordingly, Customer shall indemnify Camunda against costs arising from third-party claims attributable to Customer's use of the AI Services. This indemnity extends to contractual penalties and administrative or judicial fines to the extent attributable to Customer's use of the AI Services.
7. Infringement
7.1 Obligation
Camunda will, at its expense, defend or settle any third-party claim alleging that any software program included in the Software, to the extent licensed under this Agreement or copyrighted to Camunda, infringes a copyright, trade secret, or patent in a Patent Cooperation Treaty country, and will indemnify Customer against damages and costs either awarded by a court or settled with Camunda's consent.
7.2 Exclusions
Camunda has no obligation for claims arising from: (i) modifications to the Software not made by Camunda; (ii) combination of the Software with products or services not provided by Camunda, where the claim would not exist but for such combination; (iii) software products not provided by Camunda; (iv) use inconsistent with this Agreement; or (v) Customer's failure to apply, within 30 days of notice, an update that would have resolved the claim without substantial loss of functionality.
7.3 Conditions
Camunda's obligations are conditioned on Customer: (i) promptly notifying Camunda in writing of the claim; (ii) making no admissions adverse to Camunda's interests; (iii) granting Camunda sole control of the defense and settlement; and (iv) cooperating with Camunda, at Camunda's expense, in the defense and settlement.
7.4 Remedies
If the Software is held or reasonably believed by Camunda to infringe, Camunda will, at its option and expense: (i) modify or replace the infringing component within a commercially reasonable timeframe without substantial loss of functionality; (ii) procure Customer's right to continue use; or (iii) terminate the Agreement, accept return of the Software, and refund prepaid fees pro rata for the unused Subscription Term.
8. Warranty
8.1 Mutual Representations and Warranties
Each Party represents and warrants that: (a) entering into and performing this Agreement does not violate any obligation binding on it; (b) it will comply with all applicable laws in connection with its performance; and (c) this Agreement has been duly authorised and constitutes a valid and legally binding obligation of that Party.
8.2 Services and Software Warranty
Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) for sixty (60) days from the Subscription Start Date, the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty.
8.3 AI Services Warranty
Camunda warrants that the functionalities of the AI Services within its own sphere of responsibility - in particular its application and orchestration layer and AI-enabled features developed and operated by Camunda - will perform materially in accordance with the applicable service description and Documentation during the Subscription Term. Camunda does not warrant the functionality, accuracy, availability or performance of any AI Model as such, including the quality or completeness of Customer Output to the extent attributable to the AI Model rather than to Camunda's own sphere of responsibility, or any defect attributable to components outside Camunda's sphere of responsibility. This does not affect Camunda's responsibility for the careful selection and integration of AI Models it makes available as part of the AI Services.
8.4 Exclusions
The above warranty does not apply where: (a) Customer has not applied an available Software update that would have resolved the non-conformity; (b) the Software has been modified other than by or on behalf of Camunda; or (c) the Software is used in a manner inconsistent with this Agreement or the Documentation (including applicable system specifications).
8.5 DISCLAIMER
EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND THIS AGREEMENT IS FOR SERVICES, NOT THE SALE OF GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY CAMUNDA OR ITS REPRESENTATIVES CREATES ANY WARRANTY BEYOND WHAT IS EXPRESSLY WARRANTED ABOVE. WHERE MANDATORY APPLICABLE LAW LIMITS THIS DISCLAIMER, IT APPLIES TO THE FULLEST EXTENT PERMITTED BY THAT LAW. WHERE A COURT CHARACTERISES THIS AGREEMENT AS A RENTAL OR LEASE OF SOFTWARE, ANY STATUTORY RENT-REDUCTION RIGHTS ARE LIMITED TO THE REMEDY SET OUT IN THE SOLE REMEDY CLAUSE ABOVE TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THIS CLAUSE LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
9. Liability
9.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
9.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM CAMUNDA’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, CAMUNDA’S AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION LIMITS CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, CAMUNDA'S LIABILITY IN RESPECT OF THE AI SERVICES, INCLUDING ANY ADMINISTRATIVE PENALTIES UNDER APPLICABLE AI LAW OR REGULATION, IS LIMITED IN ACCORDANCE WITH THIS SECTION.
9.3 Applicability
THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR TO CUSTOMER’S WILFUL OR MATERIAL UNAUTHORIZED USE OF THE SOFTWARE. CAMUNDA MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY ACTUAL OR THREATENED BREACH. THE FOREGOING LIMITATIONS SHALL OTHERWISE APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
10. Term and Termination
10.1 Term
This Agreement commences on the Effective Date and remains in effect until all Subscriptions have expired or been terminated. The Agreement shall remain in effect for a minimum of one (1) year from the Start Date of the first Subscription. The Order Form specifies the Minimum Term and Start Date and each Subscription renews automatically for successive one (1) year Renewal Terms unless either party provides written notice of non-renewal at least three (3) months prior to the end of the then-current term.
10.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
10.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
11. Miscellaneous
11.1 Assignment; Subcontracting
Camunda may assign this Agreement or any Order Form without Customer's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
11.2 Notices
Notices shall be sent by email to Camunda at customer-success@camunda.com and to Customer at the email on the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party.
11.3 No Waiver; Severability
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
11.4 Export; Human Rights; Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of sanctions or cause the other Party to violate sanctions.
11.5 Conflict Resolution
In the event of a dispute arising out of or in connection with this Agreement, the Parties shall first seek to resolve it through good faith negotiations within thirty (30) days of notification of the dispute. If unresolved, the Parties may agree to mediation under the ICC Mediation Rules before resorting to court proceedings under the governing law and venue of this Agreement. Court action shall only be admissible after a mediation hearing has taken place or sixty (60) days have elapsed since a mediation request.
11.6 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties' entire agreement and supersedes all prior communications. In case of conflict: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including Exhibits and amendments. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
11.7 Customer Reference
The Customer grants Camunda a limited, non-exclusive, non-transferable, free right during the agreement term to use the Customer’s name, logo, and reference in marketing materials (digital or print), including publication and distribution. This includes permission to use the Customer’s logo and brand name, facilitate reference discussions, and create marketing content such as testimonials, press releases, and case studies about the Customer’s use of Camunda. All testimonials, press releases, and case studies require prior Customer approval before publication.
11.8 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
11.9 Independence
The Customer remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties. Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
11.10 High Risk Activities
The Software is not designed or intended for use in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems ("High Risk Activities"). Camunda disclaims any warranty of fitness for High Risk Activities.
11.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
12. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
13. Regional Terms
13.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
Section 8.2 (Services and Software Warranty) of this Agreement is replaced with the following: “Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) during the Subscription Term the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty..”
Section 9 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“9. Liability
9.1 Scope of Lability
For simple negligent breaches of Primary Obligations, Camunda's liability is limited to foreseeable, typical damages. Liability for simple negligent breaches of accessory obligations is excluded. Each Party's and its Affiliates' total aggregate liability under this Agreement shall not exceed the greater of (i) fees paid by Customer for the relevant services in the twelve (12) months preceding the liability-triggering event, or (ii) €100,000. These limitations apply equally to Camunda's Affiliates and Representatives. For the avoidance of doubt, Camunda's liability in respect of the AI Services, including any administrative penalties under applicable AI law or regulation, is limited in accordance with this Section.
9.2 Limitation Period
Camunda's strict liability under § 535a para. 1 BGB is excluded. Claims for damages or wasted expenditure against Camunda expire after one (1) year from when the Customer knew or ought to have known of the claim, and no later than five (5) years after the claim arises.
9.3 Strict liability
The above limitations do not apply to: (i) death or personal injury; (ii) intent or gross negligence; (iii) intellectual property infringement in relation to Section 7; (iv) payment obligations; or (v) Product Liability Act claim
iii. Sections 11.10 and 11.11 are deleted.
13.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 11.10 (High Risk Activities) and 11.11 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“11.10 Service of Process
Any claim form or documents relating to proceedings under this Agreement may be served at each Party's registered address, including where such address is outside England and Wales.
11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
13.3 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 11.11 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
14. AWS Marketplace Transactions
14.1 Scope
This Section 14 applies only where the Customer purchases or renews a Subscription or Services through a Marketplace. In the event of any conflict between this Section 14 and the remainder of the Agreement, this Section 14 will control solely with respect to such Marketplace Subscriptions. This Agreement (together with the applicable Order Form, uploaded and accepted through a Marketplace) sets forth the rights and obligations of the parties with respect to the subscription to the Software and/or Services through the placing of an order through a Marketplace.
14.2 Contracting and Payment
(a) For Marketplace Subscriptions, the sale is deemed made through the Marketplace, acting as reseller or billing agent, and in deviation from Section 12, the Camunda entity defined in the Order Form (“Camunda”) is the third-party provider of the Software or Services.
(b) Customer’s payment and invoicing obligations are governed by the terms of the applicable Marketplace, and Customer shall pay all amounts due through the applicable Marketplace in accordance with its billing procedures.
14.3 Renewals and Subscription Upgrades
Renewals or changes in Subscription quantity made through an Approved Marketplace shall be subject to Camunda’s then-current pricing, as reflected in a new or updated private offer or Order Form. Camunda will have the right to invoice the Customer for all additional usage and/or capacity if the Customer exceeds the Permitted Usage.
14.4 No Change to Core Terms
Except as expressly provided in this Section 14, all other terms and conditions of this Agreement (including license scope, intellectual property, confidentiality, data protection, and limitation of liability) remain unchanged and apply in full to Marketplace Subscriptions.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased as a Subscription under an Order Form and further detailed herein and in the applicable Order Form. There are 3 levels of Customer Success Plans: Essential, Advanced and Enterprise Success.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified as either a Critical Error, Major Error or a Support Request.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Support Request means any question or request from Customer in the ticketing system that is designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations.
Response Time means the time from the notification of an Error or Support Request by Customer via the agreed reporting method (as defined herein) to the initiation of actions by Camunda.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer where included in the Order Form as part of an Enterprise Success Plan. TAM may include, as agreed between the Parties, technical kick-off and enablement sessions, periodic or on-demand technical check-ins and health check workshops, access to a technical account manager for advice, guidance and recommendations, scoping of knowledge sessions with Camunda consultants, and support request tracking. TAM does not include implementation of a project or use case.
2. Scope
During the applicable Subscription Term, Camunda will remotely provide: (i) onboarding services where included in the purchased Customer Success Plan; (ii) support for Customer's designated Support Contacts on a supported Software Version; (iii) access to new Software Versions as outlined herein; and (iv) Error corrections and responses to Support Requests within the timeframes specified in the applicable Customer Success Plan. Camunda will provide Support and Maintenance Services to Customer's Contractors performing services on Customer's behalf, provided that Customer remains responsible for its Contractors' compliance with this Agreement and such Contractors are bound by obligations reasonably protecting Camunda's intellectual property rights and Confidential Information. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
3. Version Support
Support and Maintenance Services are provided for each Software Version for 18 months from its Minor Release date, after which Customer must update to a more recent Version if available. If no successor Version has been released, Camunda will continue supporting the then-current Version under this Agreement until a new Version is released. Camunda publishes new Versions at its sole discretion and will notify Support Contacts and update the Documentation accordingly.
4. Customer´s responsibilities
Customer shall cooperate with Camunda as follows: (i) each Support Contact must have working knowledge of the Software and Camunda's support processes, or complete Camunda-designated training; (ii) upon an Error, a Support Contact shall promptly notify Camunda, provide reasonably requested diagnostic information, and flag any issues impacting the Software - including modifications, which are only authorized via accepted pull request; (iii) Errors must be reproducible on a standard, unmodified Software version; Customer shall help reproduce them where possible (e.g. via unit test), or describe the Error as precisely as possible; (iv) unless commercially unreasonable, Customer shall implement Camunda's recommendations to resolve Errors, including installation of Minor Releases, Patch Releases, or hotfixes; (v) Customer is responsible for data backup — solely for Self-Managed deployments, and for configuring backup settings for SaaS deployments; and (vi) Camunda shall only access Customer's systems if explicitly requested, approved, and monitored by Customer (excluding SaaS Clusters).difications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
5. Excluded services
Support and Maintenance Services do not include: (i) analysis or resolution of Errors arising from non-compliance with this Agreement or the Documentation, including unauthorized modifications, use outside Permitted Usage, or failure to meet operating conditions; (ii) resolution of Errors relating to components not received by or made accessible to Customer under the applicable Order Form; and (iii) any other services not specifically set forth in this Exhibit, including without limitation installation, integration, customizations, and any other Consulting Services.
6. Service Level Agreement
With the entry into a Subscription, Camunda will respond to Errors and Support Requests according to the Customer Success Plan specified in the applicable Order Form and as defined below. Response Times represent Camunda's initial qualified response, not resolution timeframes.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
7. Access to Camunda Academy and Camunda Success Center
Camunda grants Customer a limited, non-transferable right to access Camunda Academy and Camunda Success Center during the Subscription Term for information, guidance, and support. Customer shall: (i) restrict access to Customer’s employees, authorized Representatives and agents (including vicarious agents) only; (ii) maintain confidentiality of access credentials; (iii) comply with applicable laws; (iv) promptly notify Camunda of any suspected security breach; and (v) not misuse the platforms, including by attempting unauthorized access, circumventing security measures, or introducing malicious code. Customer is responsible for all activity under its account. Camunda may suspend or terminate access without notice if required by law, to protect third-party rights, or for breach of this Agreement. Platform features and availability may change at Camunda's discretion.
Exhibit B “Consulting Services”
Subject to Customer’s compliance with the Agreement and timely payment of all applicable Fees, Camunda will provide Consulting Services to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Exhibit have the meaning ascribed to them in the Agreement.
1. Definitions
Professional Services are project-based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a SOW, and aimed at defined Deliverables. Timelines for Professional Services are estimates only. Camunda will determine the manner and means of performing Professional Services, in accordance with the agreed scope.
Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified Deliverables, formal acceptance, or a fixed schedule.
Trainings are courses provided via Camunda Academy, including (a) on-demand Trainings (self-paced online) and (b) instructor-led Trainings (remote or on-site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under an Order Form that references the Agreement. In the event of any conflict between the Agreement and a Consulting Services Order Form, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On-site work and substitutions. When on-site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose a replacement resource or an alternative date.
2.4 Scope changes. Any change to the Deliverables that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non-conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non-conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees. In addition, Customer will provide a suitable test or non-production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Cancellation and Postponement
4.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
4.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before the agreed date; (b) 20% if postponed fewer than seven (7) calendar days before the agreed date; and (c) 80% if postponed fewer than two (2) calendar days before the agreed date.
4.3 Trainings. Camunda may cancel or reschedule any paid Training, including any on-site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty-one (21) calendar days’ prior notice for on-site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on-site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Exhibit C “Camunda SaaS Enterprise”
This Exhibit applies to all Camunda SaaS Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
1. Definitions
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means a credit, calculated as a percentage of the Total Monthly Fees, applied to Customer’s invoice in accordance with this Exhibit.
Availability Target means the percentage of minutes in a calendar month during which a Component is available, excluding Downtime. A Component provisioned for part of a month is deemed fully available for the period prior to provisioning.
Cluster means a deployment of the Orchestration Cluster for Camunda SaaS Enterprise.
Development Cluster is a Cluster used for development and non-production purposes.
Downtime means the total minutes in a calendar month during which a component is unavailable, excluding Excluded Downtime. A minute is unavailable only if all connection attempts by Camunda's monitoring system within that minute fail; partial minutes are not counted.
Excluded Downtime means any Downtime caused in whole or in part by (i) suspension of Customer's access under this Agreement; (ii) Customer's use outside the Hosting Packages; (iii) Customer's breach of this Agreement or unauthorized account actions; (iv) factors outside Camunda's reasonable control (including Force Majeure events, Customer connectivity or bandwidth issues, Customer-supplied dependencies, or third-party acts or omissions); (v) Customer's failure to use Camunda-supported clients or configurations as per the Documentation; (vi) Customer's failure to follow, or interference with, Camunda's recommended remedial action; (vii) Customer's negligence or willful misconduct; (viii) Maintenance Work, including (a) scheduled Maintenance Work on at least five days' prior notice, (b) ad hoc Maintenance Work to prevent unavailability or address security, stability, or critical patch needs, or (c) Customer-initiated Cluster updates; or (ix) Customer's failure to provide information required to provision or operate a Cluster.
Hosting Packages means the Basic, Standard or Advanced hosting capabilities reserved by Customer under the applicable Order Form.
Maintenance Work means any update or adaptation of Camunda SaaS Enterprise to improve functionality, introduce new features or fix malfunctions, which may affect availability.
Management Cluster means the components outside the Orchestration Cluster responsible for process design and enabling users to model and deploy processes and decisions, as further described in the Documentation, which includes Web Modeler and Console (or any successor or renamed equivalent as specified in the Documentation from time to time).
Orchestration Cluster means the core Software components responsible for process automation and orchestration, as further described in the Documentation, which includes Zeebe, Operate, Tasklist, Identity and the Orchestration Cluster APIs (or any successor or renamed equivalent as specified in the Documentation from time to time).
Stable means a Cluster running a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means 1/12 of the annual Fees for the applicable Subscription.
2. Account Registration and Use Rights
2.1 Account Registration. To access Camunda SaaS Enterprise, Customer must register an account. Customer is responsible for maintaining account security (including login credentials and access keys) and all activity under its account, and must promptly notify Camunda of any unauthorized use or security breach. Camunda is not liable for acts or omissions of Customer or any Third Party in relation to the account. Service notifications will be sent to the registered email address.
2.2 Right to Use. During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and Hosting Packages.
2.3 Use Restrictions. Customer shall not: (i) introduce or transmit harmful code (including viruses, trojans, or ransomware) into or through Camunda SaaS Enterprise; (ii) store or distribute harassing, threatening, infringing, unlawful, or obscene content, or content violating third-party rights; (iii) use Camunda SaaS Enterprise for benchmarking, competitive analysis, or to develop competing products or services; (iv) make Camunda SaaS Enterprise available to any Third Party except as expressly permitted; (v) sell, resell, rent, lease, or offer service bureau or time-sharing arrangements based on Camunda SaaS Enterprise; (vi) interfere with or disrupt the integrity, security, or performance of Camunda SaaS Enterprise; (vii) attempt unauthorized access to Camunda SaaS Enterprise or associated systems; (viii) modify, disassemble, decompile, or reverse engineer Camunda SaaS Enterprise; or (ix) take any action that prevents other customers from using Camunda SaaS Enterprise.
2.4 Suspension. Camunda may suspend Customer's access to, or upgrade the Version of, Camunda SaaS Enterprise if Camunda reasonably determines that Customer has violated this Agreement, that Customer's use poses a material security risk, or that Customer is using an unsupported Version. Camunda will use reasonable efforts to provide advance written notice prior to any suspension.
2.5 Customer Indemnity. Notwithstanding any exclusion or limitation in this Agreement, Customer will indemnify and hold Camunda harmless from all losses, liabilities, damages, costs, and expenses (including reasonable legal costs to the extent permitted by applicable law) arising from third-party claims related to Customer's violation of Use Restrictions (i), (ii), or (iii) above.
3. Availability, Maintenance Work and Technical Requirements
3.1 Availability Camunda will comply with the Availability Targets for Camunda SaaS Enterprise as set out further in this Exhibit. Any malfunctions affecting availability must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
3.2 Maintenance Work Camunda will use reasonable efforts to provide advance notice of Maintenance Work and will schedule non-emergency Maintenance Work outside Business Hours where practicable. Camunda may carry out ad hoc Maintenance Work at any time to address high security risks, platform stability, or critical fixes. Customer agrees that Camunda may access Customer’s Clusters to carry out Maintenance Work.
3.3 Technical Requirements Customer is solely responsible for its IT infrastructure (including hardware, software, networks, and internet connectivity), whether operated directly or through Third Parties, as required to access Camunda SaaS Enterprise.
4. Alpha Offerings and Development Cluster
4.1 Alpha Offerings Camunda may invite Customer to try alpha products or services at no charge. Alpha Offerings are provided for evaluation purposes only, not for production use, and may be discontinued at any time. They are unsupported, may be subject to additional terms, and Clusters running Alpha Offerings cannot be updated - replacement is required to receive subsequent Versions. To the maximum extent permitted by applicable law, Alpha Offerings are provided "as is" without warranty or liability of any kind.
4.2 Development Cluster DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL WARRANTIES WITH RESPECT TO DEVELOPMENT CLUSTERS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS.
5. Availability Targets and Availability Service Credits
Camunda will comply with the Availability Targets for Stable Clusters under the applicable Hosting Package, including a 99% Availability Target for the Management Cluster and the Orchestration Cluster targets set out below. Availability Targets do not apply to Development Clusters, Alpha Offerings or Clusters using an unsupported Version of Camunda SaaS Enterprise. To claim an Availability Service Credit, Customer must log a support ticket within five calendar days after the end of the relevant month, including the Cluster ID and a description of the Downtime event. Claims are ineligible if any Fees are outstanding at the time of submission. Camunda will evaluate claims in good faith based on its system logs and monitoring data and, if confirmed, apply the credit against Customer's next invoice. Availability Service Credits are Customer's sole and exclusive remedy for unavailability of Camunda SaaS Enterprise, are not redeemable for cash, exclude applicable taxes, expire twelve months from issuance, and are forfeited if the claim is not submitted timely and complete. If Camunda misses an Availability Target for the Orchestration Cluster in any calendar month, Camunda will provide the following Availability Service Credits, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
6. Data Act
To the extent the Software or Services constitute a Data Processing Service under EU Regulation 2023/2854 (the "Data Act"), the Data Act Addendum at https://legal.camunda.com/licensing-and-other-legal-terms#data-act-addendum applies and may be updated by Camunda to incorporate any terms issued by the European Commission as required to comply with the Data Act. "Data Processing Services" has the meaning given in the Data Act. If Customer terminates a Subscription during the Minimum or Renewal Term under the Data Act, Camunda will refund Fees paid in advance for the period after the termination effective date, less any costs saved by Camunda as a result of the early termination.
7. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Exhibit D “Camunda Self-Managed Enterprise"
This Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
1. Delivery
Camunda shall provide the Software in object code only. Promptly after execution of the initial Order Form, Camunda will provide Customer with the license key electronically. The Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and is deemed accepted upon Delivery. For each Renewal Term, no further Delivery is required; the Software is deemed delivered on the first day of that Renewal Term.
2. License Grant and Restrictions
2.1 License Grant Subject to Customer's material compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license during the Subscription Term to use the Software in object code form within the Permitted Usage. Under this license, Customer may: (i) install, run, and use the Software; (ii) permit Contractors or Affiliates to exercise the rights in the Software solely on Customer's behalf and subject to this Agreement; and (iii) use the Software for developing, testing, and staging purposes. This license does not limit rights granted under applicable Public Software or Third-Party Public Software licenses, which govern independently and do not restrict Customer's rights under this Agreement. Applicable licenses are listed in the Documentation, and Customer is responsible for its compliance with these terms. All rights not expressly granted are retained by Camunda.
2. 2 Restrictions Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate, Contractor, or Third Party to: (i) use the Software for its own internal business purposes outside the scope of the Permitted Usage; (ii) reverse engineer, decompile, or derive the source code of the Software, except as permitted by applicable law; (iii) modify or copy any part of the Software; (iv) sell, lease, distribute, or lend the Software to any Third Party, except as expressly permitted herein; (v) circumvent any restrictions on use, including those enforced by a license key; (vi) use the Software in violation of applicable law; or (vii) remove or alter any proprietary notices or markings without Camunda's prior written consent.
2.3 Reporting and Auditing No later than twenty-one (21) days after each calendar quarter of a Subscription, Customer will report its consumed quantities for each Permitted Usage metric to Camunda by email. If Camunda does not receive a usage report under this Section or reasonably believes a report is materially inaccurate, Camunda may, no more than once per calendar year and upon reasonable notice, audit Customer's records to verify compliance with the Permitted Usage. This right survives for one (1) year after termination or expiration of the Subscription. Audits will take place during normal Business Hours at Customer's cost. Customer will pay any underpayment within thirty (30) days of notice.
2.4 Telemetry Data For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If Telemetry Data is enabled by the Customer, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective July 10th 2026 to August 26th 2026
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1.Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
AI Agent means AI that, with an increased degree of autonomy, is capable of independently planning and taking actions to pursue a specified objective without human intervention - including by (a) triggering actions without renewed human approval, (b) engaging in independent or continuous planning, and (c) orchestrating or controlling tools, systems or sub-agents with write or execution rights - and that therefore goes beyond a merely reactive chatbot, irrespective of technology, implementation, provider or designation.
AI Service Provider means any third-party provider that provides or hosts AI Models which Camunda selects and makes available as part of the AI Services. It does not include providers selected or contracted by Customer or models brought under a bring-your-own-model approach.
AI Services means all services provided by Camunda under or in connection with this Agreement that incorporate, rely on or are enabled by AI, including Camunda's application and orchestration layer and AI-enabled features such as AI-assisted process modelling, document processing and AI Agent orchestration, regardless of whether the underlying AI Models are AI Service Providers or AI Models selected by Customer or provided by Customer under a bring-your-own-model approach.
Business Hour means 9:00 AM to 5:00 PM in the Selected Time Zone, on Monday through Friday, except where the applicable Order Form specifies otherwise or where the Customer is located in a jurisdiction where the standard business week runs Sunday through Thursday (including Israel and the GCC states).
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda SaaS Enterprise means the Camunda edition as described in the Documentation and hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda as described in the Documentation.
Confidential Information means any information or materials owned or possessed by the disclosing Party or its Affiliates (“Discloser”), advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Contractor means any Third Party that is performing IT services on a Party´s behalf.
Consulting Services means the services provided by Camunda and described under Exhibit B hereto.
Customer Content means all data, information and materials provided or made accessible to Camunda by or on behalf of Customer in connection with the AI Services, including data used for training or fine-tuning AI Models, prompts and other inputs, and configuration materials. It does not include Customer Output.
Customer Output means any content, predictions, results or other outputs generated by or through the AI Services for or in connection with Customer.
Deliverables means the defined outcomes or work products to be produced by Camunda as part of Professional Services, as further described in the applicable Statement of Work (“SOW”).
Documentation means guidelines, instructions, specifications, requirements and recommended actions for all components of the Software available at https://docs.camunda.io or for older Major Releases under https://docs.camunda.org/manual/latest/. The Documentation will be provided to the Customer electronically and in English.
Error has the meaning set out in Exhibit A to this Agreement.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software and Services and any other Camunda products.
Fees means all amounts payable by Customer under an applicable Order Form for Subscriptions and Services.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains new features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the initial term of a Subscription, as specified in the Order Form. The Minimum Term begins on the Start Date and has a duration of at least one (1) year.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants, STP Tenants, together with any defined License Scope, in each case to the extent specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately.
Prohibited AI Use means any use of the AI Services that (a) qualifies as a prohibited AI practice or deployment of a high-risk AI system under EU Regulation 2024/1689 (the "AI Act"), or (b) is prohibited, restricted, or requires specific compliance measures under any applicable AI law, regulation, or binding regulatory framework in the relevant jurisdiction.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License, or the bpmn.io license (). Public Software provided to Customer under this Agreement may include Public Software copyrighted by a Third Party, which is also referred to as Third Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services andConsulting Services.
Software means the components that are part of Camunda SaaS and/or Camunda Self-Managed Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may only be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants may be purchased separately as Subscription upgrades.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method.
Subscription Term means the term of a Subscription, consisting of the Minimum Term and any Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within the Software with separate data, configuration, and user permissions.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
2.1 Order Forms
This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Customer through Order Forms. By signing an Order Form, Customer agrees to purchase a Subscription for the Software and Support and Maintenance Services, and may also purchase Consulting Services, as specified therein. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Customer Affiliates may purchase Subscriptions under this Agreement by concluding an Order Form with Camunda and expressly accepting these terms, and shall be regarded as the "Party" for purposes of that Order Form. Both parties may agree on additional Order Forms for upgrades or additional services. If Customer exceeds Permitted Usage, Customer must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Customer are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
2.2 Intellectual Property
Each Party retains all right, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. Unless an Order Form or SOW states otherwise, Customer owns Deliverables created specifically for Customer under Professional Services. To the extent Camunda intellectual property is incorporated in a Deliverable, Camunda grants Customer a worldwide, non-exclusive, non-transferable, royalty-free, perpetual license to use it solely as incorporated in the Deliverable for Customer's internal business purposes. Where Customer adopts a bring-your-own-model approach, Customer is solely responsible for obtaining all necessary rights and complying with the applicable provider's terms. Customer may, but is not obligated to, provide Feedback to Camunda. If Customer provides Feedback, Customer grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Customer waives all rights in any results or derivative works arising from Camunda's use of Feedback.
3. Fees and Payment
Customer shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Customer's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Customer will provide Camunda with reasonable supporting documentation. If Customer fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed. Where on-site work is performed, Customer will reimburse Camunda for reasonable, pre-approved expenses at actual cost without markup. Consulting Services must be used within the periods stated in the applicable Order Form or Camunda Academy terms; unused portions expire without replacement, extension, or refund unless otherwise expressly agreed in writing.
4. Confidential Information
4.1 Obligations
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information..
4.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
4.3. No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
5. Privacy and Data
Both Parties will comply with data protection laws applicable to their respective roles under this Agreement. Unless otherwise agreed in writing, neither Party is required to provide personal data beyond limited account setup information (e.g. name, email address). If Customer intends to share additional personal data requiring a data processing agreement (“DPA”) under applicable law, it shall notify Camunda in advance so the Parties can enter into Camunda's standard DPA available at https://legal.camunda.com/#data-processing-agreement. Camunda will maintain reasonable and appropriate technical and organizational security measures to ensure the security and confidentiality of any personal data processed under this Agreement. Where AI Services are used, Customer acknowledges that Customer Content (including any personal data therein) may be disclosed to AI Service Providers. Camunda warrants that it has entered into data processing agreements with all such AI Service Providers consistent with the requirements of the applicable DPA, and shall use commercially reasonable efforts to restrict AI Service Providers from training on Customer Content without Customer's express permission.
6. Artificial Intelligence
6.1 Usage Guidelines
Where Customer uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
6.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Customer agrees not to deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Customer's actions cause the AI Services to constitute a Prohibited AI Use, Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
6.3 AI Data and Output Rights
Customer grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for Customer's own business purposes, including incorporating it into Customer's products and services and making it available to Affiliates and third parties in the ordinary course of business.
6.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Customer is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of any AI Agent within its environment. Customer warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent will be used to perform any Prohibited AI Use. Customer shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent's operation at any time and maintain documented processes for regular review. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
6.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Accordingly, Customer shall indemnify Camunda against costs arising from third-party claims attributable to Customer's use of the AI Services. This indemnity extends to contractual penalties and administrative or judicial fines to the extent attributable to Customer's use of the AI Services.
7. Infringement
7.1 Obligation
Camunda will, at its expense, defend or settle any third-party claim alleging that any software program included in the Software, to the extent licensed under this Agreement or copyrighted to Camunda, infringes a copyright, trade secret, or patent in a Patent Cooperation Treaty country, and will indemnify Customer against damages and costs either awarded by a court or settled with Camunda's consent.
7.2 Exclusions
Camunda has no obligation for claims arising from: (i) modifications to the Software not made by Camunda; (ii) combination of the Software with products or services not provided by Camunda, where the claim would not exist but for such combination; (iii) software products not provided by Camunda; (iv) use inconsistent with this Agreement; or (v) Customer's failure to apply, within 30 days of notice, an update that would have resolved the claim without substantial loss of functionality.
7.3 Conditions
Camunda's obligations are conditioned on Customer: (i) promptly notifying Camunda in writing of the claim; (ii) making no admissions adverse to Camunda's interests; (iii) granting Camunda sole control of the defense and settlement; and (iv) cooperating with Camunda, at Camunda's expense, in the defense and settlement.
7.4 Remedies
If the Software is held or reasonably believed by Camunda to infringe, Camunda will, at its option and expense: (i) modify or replace the infringing component within a commercially reasonable timeframe without substantial loss of functionality; (ii) procure Customer's right to continue use; or (iii) terminate the Agreement, accept return of the Software, and refund prepaid fees pro rata for the unused Subscription Term.
8. Warranty
8.1 Mutual Representations and Warranties
Each Party represents and warrants that: (a) entering into and performing this Agreement does not violate any obligation binding on it; (b) it will comply with all applicable laws in connection with its performance; and (c) this Agreement has been duly authorised and constitutes a valid and legally binding obligation of that Party.
8.2 Services and Software Warranty
Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) for sixty (60) days from the Subscription Start Date, the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty.
8.3 AI Services Warranty
Camunda warrants that the functionalities of the AI Services within its own sphere of responsibility - in particular its application and orchestration layer and AI-enabled features developed and operated by Camunda - will perform materially in accordance with the applicable service description and Documentation during the Subscription Term. Camunda does not warrant the functionality, accuracy, availability or performance of any AI Model as such, including the quality or completeness of Customer Output to the extent attributable to the AI Model rather than to Camunda's own sphere of responsibility, or any defect attributable to components outside Camunda's sphere of responsibility. This does not affect Camunda's responsibility for the careful selection and integration of AI Models it makes available as part of the AI Services.
8.4 Exclusions
The above warranty does not apply where: (a) Customer has not applied an available Software update that would have resolved the non-conformity; (b) the Software has been modified other than by or on behalf of Camunda; or (c) the Software is used in a manner inconsistent with this Agreement or the Documentation (including applicable system specifications).
8.5 DISCLAIMER
EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND THIS AGREEMENT IS FOR SERVICES, NOT THE SALE OF GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY CAMUNDA OR ITS REPRESENTATIVES CREATES ANY WARRANTY BEYOND WHAT IS EXPRESSLY WARRANTED ABOVE. WHERE MANDATORY APPLICABLE LAW LIMITS THIS DISCLAIMER, IT APPLIES TO THE FULLEST EXTENT PERMITTED BY THAT LAW. WHERE A COURT CHARACTERISES THIS AGREEMENT AS A RENTAL OR LEASE OF SOFTWARE, ANY STATUTORY RENT-REDUCTION RIGHTS ARE LIMITED TO THE REMEDY SET OUT IN THE SOLE REMEDY CLAUSE ABOVE TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THIS CLAUSE LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
9. Liability
9.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
9.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM CAMUNDA’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, CAMUNDA’S AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION LIMITS CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, CAMUNDA'S LIABILITY IN RESPECT OF THE AI SERVICES, INCLUDING ANY ADMINISTRATIVE PENALTIES UNDER APPLICABLE AI LAW OR REGULATION, IS LIMITED IN ACCORDANCE WITH THIS SECTION.
9.3 Applicability
THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR TO CUSTOMER’S WILFUL OR MATERIAL UNAUTHORIZED USE OF THE SOFTWARE. CAMUNDA MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY ACTUAL OR THREATENED BREACH. THE FOREGOING LIMITATIONS SHALL OTHERWISE APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
10. Term and Termination
10.1 Term
This Agreement commences on the Effective Date and remains in effect until all Subscriptions have expired or been terminated. The Agreement shall remain in effect for a minimum of one (1) year from the Start Date of the first Subscription. The Order Form specifies the Minimum Term and Start Date and each Subscription renews automatically for successive one (1) year Renewal Terms unless either party provides written notice of non-renewal at least three (3) months prior to the end of the then-current term.
10.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
10.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
11. Miscellaneous
11.1 Assignment; Subcontracting
Camunda may assign this Agreement or any Order Form without Customer's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
11.2 Notices
Notices shall be sent by email to Camunda at customer-success@camunda.com and to Customer at the email on the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party.
11.3 No Waiver; Severability
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
11.4 Export; Human Rights; Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of sanctions or cause the other Party to violate sanctions.
11.5 Conflict Resolution
In the event of a dispute arising out of or in connection with this Agreement, the Parties shall first seek to resolve it through good faith negotiations within thirty (30) days of notification of the dispute. If unresolved, the Parties may agree to mediation under the ICC Mediation Rules before resorting to court proceedings under the governing law and venue of this Agreement. Court action shall only be admissible after a mediation hearing has taken place or sixty (60) days have elapsed since a mediation request.
11.6 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties' entire agreement and supersedes all prior communications. In case of conflict: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including Exhibits and amendments. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
11.7 Customer Reference
The Customer grants Camunda a limited, non-exclusive, non-transferable, free right during the agreement term to use the Customer’s name, logo, and reference in marketing materials (digital or print), including publication and distribution. This includes permission to use the Customer’s logo and brand name, facilitate reference discussions, and create marketing content such as testimonials, press releases, and case studies about the Customer’s use of Camunda. All testimonials, press releases, and case studies require prior Customer approval before publication.
11.8 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
11.9 Independence
The Customer remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties. Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
11.10 High Risk Activities
The Software is not designed or intended for use in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems ("High Risk Activities"). Camunda disclaims any warranty of fitness for High Risk Activities.
11.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
12. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
13. Regional Terms
13.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
Section 8.2 (Services and Software Warranty) of this Agreement is replaced with the following: “Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) during the Subscription Term the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty..”
Section 9 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“9. Liability
9.1 Scope of Lability
For simple negligent breaches of Primary Obligations, Camunda's liability is limited to foreseeable, typical damages. Liability for simple negligent breaches of accessory obligations is excluded. Each Party's and its Affiliates' total aggregate liability under this Agreement shall not exceed the greater of (i) fees paid by Customer for the relevant services in the twelve (12) months preceding the liability-triggering event, or (ii) €100,000. These limitations apply equally to Camunda's Affiliates and Representatives. For the avoidance of doubt, Camunda's liability in respect of the AI Services, including any administrative penalties under applicable AI law or regulation, is limited in accordance with this Section.
9.2 Limitation Period
Camunda's strict liability under § 535a para. 1 BGB is excluded. Claims for damages or wasted expenditure against Camunda expire after one (1) year from when the Customer knew or ought to have known of the claim, and no later than five (5) years after the claim arises.
9.3 Strict liability
The above limitations do not apply to: (i) death or personal injury; (ii) intent or gross negligence; (iii) intellectual property infringement in relation to Section 7; (iv) payment obligations; or (v) Product Liability Act claim
iii. Sections 11.10 and 11.11 are deleted.
13.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 11.10 (High Risk Activities) and 11.11 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“11.10 Service of Process
Any claim form or documents relating to proceedings under this Agreement may be served at each Party's registered address, including where such address is outside England and Wales.
11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
13.3 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 11.11 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
14. AWS Marketplace Transactions
14.1 Scope
This Section 16 applies only where the Customer purchases or renews a Subscription or Services through the AWS Marketplace (each an “AWS Marketplace Transaction”). In the event of any conflict between this Section 16 and the remainder of the Agreement, this Section 16 will control solely with respect to such AWS Marketplace Transactions. This Agreement (together with the applicable Order Form, uploaded and accepted through the AWS Marketplace) sets forth the rights and obligations of the parties with respect to the subscription to the Software and/or Services through the placing of an order through the AWS Marketplace.
14.2 Contracting and Payment
(a) For AWS Marketplace Transactions, the sale is deemed made through Amazon Web Services, Inc. acting as reseller or billing agent, and Camunda Inc. (“Camunda”) is the third-party provider of the Software or Services.
(b) Customer’s payment and invoicing obligations are governed by the AWS Marketplace terms, and Customer shall pay all amounts due through AWS in accordance with AWS Marketplace billing procedures.
14.3 Renewals and Subscription Upgrades
Renewals or changes in Subscription quantity made through the AWS Marketplace shall be subject to Camunda’s then-current pricing, as reflected in a new or updated private offer or Order Form. Camunda will have the right to invoice the Customer for all additional usage and/or capacity if the Customer exceeds the Permitted Usage.
14.4 No Change to Core Terms
Except as expressly provided in this Section 16, all other terms and conditions of this Agreement (including license scope, intellectual property, confidentiality, data protection, and limitation of liability) remain unchanged and apply in full to AWS Marketplace Transactions.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased as a Subscription under an Order Form and further detailed herein and in the applicable Order Form. There are 3 levels of Customer Success Plans: Essential, Advanced and Enterprise Success.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified as either a Critical Error, Major Error or a Support Request.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Support Request means any question or request from Customer in the ticketing system that is designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations.
Response Time means the time from the notification of an Error or Support Request by Customer via the agreed reporting method (as defined herein) to the initiation of actions by Camunda.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer where included in the Order Form as part of an Enterprise Success Plan. TAM may include, as agreed between the Parties, technical kick-off and enablement sessions, periodic or on-demand technical check-ins and health check workshops, access to a technical account manager for advice, guidance and recommendations, scoping of knowledge sessions with Camunda consultants, and support request tracking. TAM does not include implementation of a project or use case.
2. Scope
During the applicable Subscription Term, Camunda will remotely provide: (i) onboarding services where included in the purchased Customer Success Plan; (ii) support for Customer's designated Support Contacts on a supported Software Version; (iii) access to new Software Versions as outlined herein; and (iv) Error corrections and responses to Support Requests within the timeframes specified in the applicable Customer Success Plan. Camunda will provide Support and Maintenance Services to Customer's Contractors performing services on Customer's behalf, provided that Customer remains responsible for its Contractors' compliance with this Agreement and such Contractors are bound by obligations reasonably protecting Camunda's intellectual property rights and Confidential Information. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
3. Version Support
Support and Maintenance Services are provided for each Software Version for 18 months from its Minor Release date, after which Customer must update to a more recent Version if available. If no successor Version has been released, Camunda will continue supporting the then-current Version under this Agreement until a new Version is released. Camunda publishes new Versions at its sole discretion and will notify Support Contacts and update the Documentation accordingly.
4. Customer´s responsibilities
Customer shall cooperate with Camunda as follows: (i) each Support Contact must have working knowledge of the Software and Camunda's support processes, or complete Camunda-designated training; (ii) upon an Error, a Support Contact shall promptly notify Camunda, provide reasonably requested diagnostic information, and flag any issues impacting the Software - including modifications, which are only authorized via accepted pull request; (iii) Errors must be reproducible on a standard, unmodified Software version; Customer shall help reproduce them where possible (e.g. via unit test), or describe the Error as precisely as possible; (iv) unless commercially unreasonable, Customer shall implement Camunda's recommendations to resolve Errors, including installation of Minor Releases, Patch Releases, or hotfixes; (v) Customer is responsible for data backup — solely for Self-Managed deployments, and for configuring backup settings for SaaS deployments; and (vi) Camunda shall only access Customer's systems if explicitly requested, approved, and monitored by Customer (excluding SaaS Clusters).difications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
5. Excluded services
Support and Maintenance Services do not include: (i) analysis or resolution of Errors arising from non-compliance with this Agreement or the Documentation, including unauthorized modifications, use outside Permitted Usage, or failure to meet operating conditions; (ii) resolution of Errors relating to components not received by or made accessible to Customer under the applicable Order Form; and (iii) any other services not specifically set forth in this Exhibit, including without limitation installation, integration, customizations, and any other Consulting Services.
6. Service Level Agreement
With the entry into a Subscription, Camunda will respond to Errors and Support Requests according to the Customer Success Plan specified in the applicable Order Form and as defined below. Response Times represent Camunda's initial qualified response, not resolution timeframes.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
7. Access to Camunda Academy and Camunda Success Center
Camunda grants Customer a limited, non-transferable right to access Camunda Academy and Camunda Success Center during the Subscription Term for information, guidance, and support. Customer shall: (i) restrict access to Customer’s employees, authorized Representatives and agents (including vicarious agents) only; (ii) maintain confidentiality of access credentials; (iii) comply with applicable laws; (iv) promptly notify Camunda of any suspected security breach; and (v) not misuse the platforms, including by attempting unauthorized access, circumventing security measures, or introducing malicious code. Customer is responsible for all activity under its account. Camunda may suspend or terminate access without notice if required by law, to protect third-party rights, or for breach of this Agreement. Platform features and availability may change at Camunda's discretion.
Exhibit B “Consulting Services”
Subject to Customer’s compliance with the Agreement and timely payment of all applicable Fees, Camunda will provide Consulting Services to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Exhibit have the meaning ascribed to them in the Agreement.
1. Definitions
Professional Services are project-based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a SOW, and aimed at defined Deliverables. Timelines for Professional Services are estimates only. Camunda will determine the manner and means of performing Professional Services, in accordance with the agreed scope.
Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified Deliverables, formal acceptance, or a fixed schedule.
Trainings are courses provided via Camunda Academy, including (a) on-demand Trainings (self-paced online) and (b) instructor-led Trainings (remote or on-site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under an Order Form that references the Agreement. In the event of any conflict between the Agreement and a Consulting Services Order Form, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On-site work and substitutions. When on-site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose a replacement resource or an alternative date.
2.4 Scope changes. Any change to the Deliverables that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non-conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non-conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees. In addition, Customer will provide a suitable test or non-production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Cancellation and Postponement
4.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
4.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before the agreed date; (b) 20% if postponed fewer than seven (7) calendar days before the agreed date; and (c) 80% if postponed fewer than two (2) calendar days before the agreed date.
4.3 Trainings. Camunda may cancel or reschedule any paid Training, including any on-site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty-one (21) calendar days’ prior notice for on-site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on-site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Exhibit C “Camunda SaaS Enterprise”
This Exhibit applies to all Camunda SaaS Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
1. Definitions
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means a credit, calculated as a percentage of the Total Monthly Fees, applied to Customer’s invoice in accordance with this Exhibit.
Availability Target means the percentage of minutes in a calendar month during which a Component is available, excluding Downtime. A Component provisioned for part of a month is deemed fully available for the period prior to provisioning.
Cluster means a deployment of the Orchestration Cluster for Camunda SaaS Enterprise.
Development Cluster is a Cluster used for development and non-production purposes.
Downtime means the total minutes in a calendar month during which a component is unavailable, excluding Excluded Downtime. A minute is unavailable only if all connection attempts by Camunda's monitoring system within that minute fail; partial minutes are not counted.
Excluded Downtime means any Downtime caused in whole or in part by (i) suspension of Customer's access under this Agreement; (ii) Customer's use outside the Hosting Packages; (iii) Customer's breach of this Agreement or unauthorized account actions; (iv) factors outside Camunda's reasonable control (including Force Majeure events, Customer connectivity or bandwidth issues, Customer-supplied dependencies, or third-party acts or omissions); (v) Customer's failure to use Camunda-supported clients or configurations as per the Documentation; (vi) Customer's failure to follow, or interference with, Camunda's recommended remedial action; (vii) Customer's negligence or willful misconduct; (viii) Maintenance Work, including (a) scheduled Maintenance Work on at least five days' prior notice, (b) ad hoc Maintenance Work to prevent unavailability or address security, stability, or critical patch needs, or (c) Customer-initiated Cluster updates; or (ix) Customer's failure to provide information required to provision or operate a Cluster.
Hosting Packages means the Basic, Standard or Advanced hosting capabilities reserved by Customer under the applicable Order Form.
Maintenance Work means any update or adaptation of Camunda SaaS Enterprise to improve functionality, introduce new features or fix malfunctions, which may affect availability.
Management Cluster means the components outside the Orchestration Cluster responsible for process design and enabling users to model and deploy processes and decisions, as further described in the Documentation, which includes Web Modeler and Console (or any successor or renamed equivalent as specified in the Documentation from time to time).
Orchestration Cluster means the core Software components responsible for process automation and orchestration, as further described in the Documentation, which includes Zeebe, Operate, Tasklist, Identity and the Orchestration Cluster APIs (or any successor or renamed equivalent as specified in the Documentation from time to time).
Stable means a Cluster running a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means 1/12 of the annual Fees for the applicable Subscription.
2. Account Registration and Use Rights
2.1 Account Registration. To access Camunda SaaS Enterprise, Customer must register an account. Customer is responsible for maintaining account security (including login credentials and access keys) and all activity under its account, and must promptly notify Camunda of any unauthorized use or security breach. Camunda is not liable for acts or omissions of Customer or any Third Party in relation to the account. Service notifications will be sent to the registered email address.
2.2 Right to Use. During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and Hosting Packages.
2.3 Use Restrictions. Customer shall not: (i) introduce or transmit harmful code (including viruses, trojans, or ransomware) into or through Camunda SaaS Enterprise; (ii) store or distribute harassing, threatening, infringing, unlawful, or obscene content, or content violating third-party rights; (iii) use Camunda SaaS Enterprise for benchmarking, competitive analysis, or to develop competing products or services; (iv) make Camunda SaaS Enterprise available to any Third Party except as expressly permitted; (v) sell, resell, rent, lease, or offer service bureau or time-sharing arrangements based on Camunda SaaS Enterprise; (vi) interfere with or disrupt the integrity, security, or performance of Camunda SaaS Enterprise; (vii) attempt unauthorized access to Camunda SaaS Enterprise or associated systems; (viii) modify, disassemble, decompile, or reverse engineer Camunda SaaS Enterprise; or (ix) take any action that prevents other customers from using Camunda SaaS Enterprise.
2.4 Suspension. Camunda may suspend Customer's access to, or upgrade the Version of, Camunda SaaS Enterprise if Camunda reasonably determines that Customer has violated this Agreement, that Customer's use poses a material security risk, or that Customer is using an unsupported Version. Camunda will use reasonable efforts to provide advance written notice prior to any suspension.
2.5 Customer Indemnity. Notwithstanding any exclusion or limitation in this Agreement, Customer will indemnify and hold Camunda harmless from all losses, liabilities, damages, costs, and expenses (including reasonable legal costs to the extent permitted by applicable law) arising from third-party claims related to Customer's violation of Use Restrictions (i), (ii), or (iii) above.
3. Availability, Maintenance Work and Technical Requirements
3.1 Availability Camunda will comply with the Availability Targets for Camunda SaaS Enterprise as set out further in this Exhibit. Any malfunctions affecting availability must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
3.2 Maintenance Work Camunda will use reasonable efforts to provide advance notice of Maintenance Work and will schedule non-emergency Maintenance Work outside Business Hours where practicable. Camunda may carry out ad hoc Maintenance Work at any time to address high security risks, platform stability, or critical fixes. Customer agrees that Camunda may access Customer’s Clusters to carry out Maintenance Work.
3.3 Technical Requirements Customer is solely responsible for its IT infrastructure (including hardware, software, networks, and internet connectivity), whether operated directly or through Third Parties, as required to access Camunda SaaS Enterprise.
4. Alpha Offerings and Development Cluster
4.1 Alpha Offerings Camunda may invite Customer to try alpha products or services at no charge. Alpha Offerings are provided for evaluation purposes only, not for production use, and may be discontinued at any time. They are unsupported, may be subject to additional terms, and Clusters running Alpha Offerings cannot be updated - replacement is required to receive subsequent Versions. To the maximum extent permitted by applicable law, Alpha Offerings are provided "as is" without warranty or liability of any kind.
4.2 Development Cluster DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL WARRANTIES WITH RESPECT TO DEVELOPMENT CLUSTERS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS.
5. Availability Targets and Availability Service Credits
Camunda will comply with the Availability Targets for Stable Clusters under the applicable Hosting Package, including a 99% Availability Target for the Management Cluster and the Orchestration Cluster targets set out below. Availability Targets do not apply to Development Clusters, Alpha Offerings or Clusters using an unsupported Version of Camunda SaaS Enterprise. To claim an Availability Service Credit, Customer must log a support ticket within five calendar days after the end of the relevant month, including the Cluster ID and a description of the Downtime event. Claims are ineligible if any Fees are outstanding at the time of submission. Camunda will evaluate claims in good faith based on its system logs and monitoring data and, if confirmed, apply the credit against Customer's next invoice. Availability Service Credits are Customer's sole and exclusive remedy for unavailability of Camunda SaaS Enterprise, are not redeemable for cash, exclude applicable taxes, expire twelve months from issuance, and are forfeited if the claim is not submitted timely and complete. If Camunda misses an Availability Target for the Orchestration Cluster in any calendar month, Camunda will provide the following Availability Service Credits, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
6. Data Act
To the extent the Software or Services constitute a Data Processing Service under EU Regulation 2023/2854 (the "Data Act"), the Data Act Addendum at https://legal.camunda.com/licensing-and-other-legal-terms#data-act-addendum applies and may be updated by Camunda to incorporate any terms issued by the European Commission as required to comply with the Data Act. "Data Processing Services" has the meaning given in the Data Act. If Customer terminates a Subscription during the Minimum or Renewal Term under the Data Act, Camunda will refund Fees paid in advance for the period after the termination effective date, less any costs saved by Camunda as a result of the early termination.
7. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Exhibit D “Camunda Self-Managed Enterprise"
This Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
1. Delivery
Camunda shall provide the Software in object code only. Promptly after execution of the initial Order Form, Camunda will provide Customer with the license key electronically. The Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and is deemed accepted upon Delivery. For each Renewal Term, no further Delivery is required; the Software is deemed delivered on the first day of that Renewal Term.
2. License Grant and Restrictions
2.1 License Grant Subject to Customer's material compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license during the Subscription Term to use the Software in object code form within the Permitted Usage. Under this license, Customer may: (i) install, run, and use the Software; (ii) permit Contractors or Affiliates to exercise the rights in the Software solely on Customer's behalf and subject to this Agreement; and (iii) use the Software for developing, testing, and staging purposes. This license does not limit rights granted under applicable Public Software or Third-Party Public Software licenses, which govern independently and do not restrict Customer's rights under this Agreement. Applicable licenses are listed in the Documentation, and Customer is responsible for its compliance with these terms. All rights not expressly granted are retained by Camunda.
2. 2 Restrictions Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate, Contractor, or Third Party to: (i) use the Software for its own internal business purposes outside the scope of the Permitted Usage; (ii) reverse engineer, decompile, or derive the source code of the Software, except as permitted by applicable law; (iii) modify or copy any part of the Software; (iv) sell, lease, distribute, or lend the Software to any Third Party, except as expressly permitted herein; (v) circumvent any restrictions on use, including those enforced by a license key; (vi) use the Software in violation of applicable law; or (vii) remove or alter any proprietary notices or markings without Camunda's prior written consent.
2.3 Reporting and Auditing No later than twenty-one (21) days after each calendar quarter of a Subscription, Customer will report its consumed quantities for each Permitted Usage metric to Camunda by email. If Camunda does not receive a usage report under this Section or reasonably believes a report is materially inaccurate, Camunda may, no more than once per calendar year and upon reasonable notice, audit Customer's records to verify compliance with the Permitted Usage. This right survives for one (1) year after termination or expiration of the Subscription. Audits will take place during normal Business Hours at Customer's cost. Customer will pay any underpayment within thirty (30) days of notice.
2.4 Telemetry Data For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If Telemetry Data is enabled by the Customer, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective July 1st 2026 to July 10th 2026
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 12 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1.Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
AI Agent means AI that, with an increased degree of autonomy, is capable of independently planning and taking actions to pursue a specified objective without human intervention - including by (a) triggering actions without renewed human approval, (b) engaging in independent or continuous planning, and (c) orchestrating or controlling tools, systems or sub-agents with write or execution rights - and that therefore goes beyond a merely reactive chatbot, irrespective of technology, implementation, provider or designation.
AI Service Provider means any third-party provider that provides or hosts AI Models which Camunda selects and makes available as part of the AI Services. It does not include providers selected or contracted by Customer or models brought under a bring-your-own-model approach.
AI Services means all services provided by Camunda under or in connection with this Agreement that incorporate, rely on or are enabled by AI, including Camunda's application and orchestration layer and AI-enabled features such as AI-assisted process modelling, document processing and AI Agent orchestration, regardless of whether the underlying AI Models are AI Service Providers or AI Models selected by Customer or provided by Customer under a bring-your-own-model approach.
Business Hour means 9:00 AM to 5:00 PM in the Selected Time Zone, on Monday through Friday, except where the applicable Order Form specifies otherwise or where the Customer is located in a jurisdiction where the standard business week runs Sunday through Thursday (including Israel and the GCC states).
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda SaaS Enterprise means the Camunda edition as described in the Documentation and hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda as described in the Documentation.
Confidential Information means any information or materials owned or possessed by the disclosing Party or its Affiliates (“Discloser”), advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Contractor means any Third Party that is performing IT services on a Party´s behalf.
Consulting Services means the services provided by Camunda and described under Exhibit B hereto.
Customer Content means all data, information and materials provided or made accessible to Camunda by or on behalf of Customer in connection with the AI Services, including data used for training or fine-tuning AI Models, prompts and other inputs, and configuration materials. It does not include Customer Output.
Customer Output means any content, predictions, results or other outputs generated by or through the AI Services for or in connection with Customer.
Deliverables means the defined outcomes or work products to be produced by Camunda as part of Professional Services, as further described in the applicable Statement of Work (“SOW”).
Documentation means guidelines, instructions, specifications, requirements and recommended actions for all components of the Software available at https://docs.camunda.io or for older Major Releases under https://docs.camunda.org/manual/latest/. The Documentation will be provided to the Customer electronically and in English.
Error has the meaning set out in Exhibit A to this Agreement.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software and Services and any other Camunda products.
Fees means all amounts payable by Customer under an applicable Order Form for Subscriptions and Services.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains new features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the initial term of a Subscription, as specified in the Order Form. The Minimum Term begins on the Start Date and has a duration of at least one (1) year.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants, STP Tenants, together with any defined License Scope, in each case to the extent specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately.
Prohibited AI Use means any use of the AI Services that (a) qualifies as a prohibited AI practice or deployment of a high-risk AI system under EU Regulation 2024/1689 (the "AI Act"), or (b) is prohibited, restricted, or requires specific compliance measures under any applicable AI law, regulation, or binding regulatory framework in the relevant jurisdiction.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License, or the bpmn.io license (). Public Software provided to Customer under this Agreement may include Public Software copyrighted by a Third Party, which is also referred to as Third Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services andConsulting Services.
Software means the components that are part of Camunda SaaS and/or Camunda Self-Managed Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may only be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants may be purchased separately as Subscription upgrades.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method.
Subscription Term means the term of a Subscription, consisting of the Minimum Term and any Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within the Software with separate data, configuration, and user permissions.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
2.1 Order Forms
This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Customer through Order Forms. By signing an Order Form, Customer agrees to purchase a Subscription for the Software and Support and Maintenance Services, and may also purchase Consulting Services, as specified therein. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Customer Affiliates may purchase Subscriptions under this Agreement by concluding an Order Form with Camunda and expressly accepting these terms, and shall be regarded as the "Party" for purposes of that Order Form. Both parties may agree on additional Order Forms for upgrades or additional services. If Customer exceeds Permitted Usage, Customer must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Customer are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
2.2 Intellectual Property
Each Party retains all right, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. Unless an Order Form or SOW states otherwise, Customer owns Deliverables created specifically for Customer under Professional Services. To the extent Camunda intellectual property is incorporated in a Deliverable, Camunda grants Customer a worldwide, non-exclusive, non-transferable, royalty-free, perpetual license to use it solely as incorporated in the Deliverable for Customer's internal business purposes. Where Customer adopts a bring-your-own-model approach, Customer is solely responsible for obtaining all necessary rights and complying with the applicable provider's terms. Customer may, but is not obligated to, provide Feedback to Camunda. If Customer provides Feedback, Customer grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Customer waives all rights in any results or derivative works arising from Camunda's use of Feedback.
3. Fees and Payment
Customer shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Customer's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Customer will provide Camunda with reasonable supporting documentation. If Customer fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed. Where on-site work is performed, Customer will reimburse Camunda for reasonable, pre-approved expenses at actual cost without markup. Consulting Services must be used within the periods stated in the applicable Order Form or Camunda Academy terms; unused portions expire without replacement, extension, or refund unless otherwise expressly agreed in writing.
4. Confidential Information
4.1 Obligations
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information..
4.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
4.3. No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
5. Privacy and Data
Both Parties will comply with data protection laws applicable to their respective roles under this Agreement. Unless otherwise agreed in writing, neither Party is required to provide personal data beyond limited account setup information (e.g. name, email address). If Customer intends to share additional personal data requiring a data processing agreement (“DPA”) under applicable law, it shall notify Camunda in advance so the Parties can enter into Camunda's standard DPA available at https://legal.camunda.com/#data-processing-agreement. Camunda will maintain reasonable and appropriate technical and organizational security measures to ensure the security and confidentiality of any personal data processed under this Agreement. Where AI Services are used, Customer acknowledges that Customer Content (including any personal data therein) may be disclosed to AI Service Providers. Camunda warrants that it has entered into data processing agreements with all such AI Service Providers consistent with the requirements of the applicable DPA, and shall use commercially reasonable efforts to restrict AI Service Providers from training on Customer Content without Customer's express permission.
6. Artificial Intelligence
6.1 Usage Guidelines
Where Customer uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
6.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Customer agrees not to deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Customer's actions cause the AI Services to constitute a Prohibited AI Use, Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
6.3 AI Data and Output Rights
Customer grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for Customer's own business purposes, including incorporating it into Customer's products and services and making it available to Affiliates and third parties in the ordinary course of business.
6.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Customer is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of any AI Agent within its environment. Customer warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent will be used to perform any Prohibited AI Use. Customer shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent's operation at any time and maintain documented processes for regular review. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
6.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Accordingly, Customer shall indemnify Camunda against costs arising from third-party claims attributable to Customer's use of the AI Services. This indemnity extends to contractual penalties and administrative or judicial fines to the extent attributable to Customer's use of the AI Services.
7. Infringement
7.1 Obligation
Camunda will, at its expense, defend or settle any third-party claim alleging that any software program included in the Software, to the extent licensed under this Agreement or copyrighted to Camunda, infringes a copyright, trade secret, or patent in a Patent Cooperation Treaty country, and will indemnify Customer against damages and costs either awarded by a court or settled with Camunda's consent.
7.2 Exclusions
Camunda has no obligation for claims arising from: (i) modifications to the Software not made by Camunda; (ii) combination of the Software with products or services not provided by Camunda, where the claim would not exist but for such combination; (iii) software products not provided by Camunda; (iv) use inconsistent with this Agreement; or (v) Customer's failure to apply, within 30 days of notice, an update that would have resolved the claim without substantial loss of functionality.
7.3 Conditions
Camunda's obligations are conditioned on Customer: (i) promptly notifying Camunda in writing of the claim; (ii) making no admissions adverse to Camunda's interests; (iii) granting Camunda sole control of the defense and settlement; and (iv) cooperating with Camunda, at Camunda's expense, in the defense and settlement.
7.4 Remedies
If the Software is held or reasonably believed by Camunda to infringe, Camunda will, at its option and expense: (i) modify or replace the infringing component within a commercially reasonable timeframe without substantial loss of functionality; (ii) procure Customer's right to continue use; or (iii) terminate the Agreement, accept return of the Software, and refund prepaid fees pro rata for the unused Subscription Term.
8. Warranty
8.1 Mutual Representations and Warranties
Each Party represents and warrants that: (a) entering into and performing this Agreement does not violate any obligation binding on it; (b) it will comply with all applicable laws in connection with its performance; and (c) this Agreement has been duly authorised and constitutes a valid and legally binding obligation of that Party.
8.2 Services and Software Warranty
Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) for sixty (60) days from the Subscription Start Date, the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty.
8.3 AI Services Warranty
Camunda warrants that the functionalities of the AI Services within its own sphere of responsibility - in particular its application and orchestration layer and AI-enabled features developed and operated by Camunda - will perform materially in accordance with the applicable service description and Documentation during the Subscription Term. Camunda does not warrant the functionality, accuracy, availability or performance of any AI Model as such, including the quality or completeness of Customer Output to the extent attributable to the AI Model rather than to Camunda's own sphere of responsibility, or any defect attributable to components outside Camunda's sphere of responsibility. This does not affect Camunda's responsibility for the careful selection and integration of AI Models it makes available as part of the AI Services.
8.4 Exclusions
The above warranty does not apply where: (a) Customer has not applied an available Software update that would have resolved the non-conformity; (b) the Software has been modified other than by or on behalf of Camunda; or (c) the Software is used in a manner inconsistent with this Agreement or the Documentation (including applicable system specifications).
8.5 DISCLAIMER
EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND THIS AGREEMENT IS FOR SERVICES, NOT THE SALE OF GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY CAMUNDA OR ITS REPRESENTATIVES CREATES ANY WARRANTY BEYOND WHAT IS EXPRESSLY WARRANTED ABOVE. WHERE MANDATORY APPLICABLE LAW LIMITS THIS DISCLAIMER, IT APPLIES TO THE FULLEST EXTENT PERMITTED BY THAT LAW. WHERE A COURT CHARACTERISES THIS AGREEMENT AS A RENTAL OR LEASE OF SOFTWARE, ANY STATUTORY RENT-REDUCTION RIGHTS ARE LIMITED TO THE REMEDY SET OUT IN THE SOLE REMEDY CLAUSE ABOVE TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THIS CLAUSE LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.
9. Liability
9.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
9.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM CAMUNDA’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, CAMUNDA’S AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION LIMITS CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, CAMUNDA'S LIABILITY IN RESPECT OF THE AI SERVICES, INCLUDING ANY ADMINISTRATIVE PENALTIES UNDER APPLICABLE AI LAW OR REGULATION, IS LIMITED IN ACCORDANCE WITH THIS SECTION.
9.3 Applicability
THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR TO CUSTOMER’S WILFUL OR MATERIAL UNAUTHORIZED USE OF THE SOFTWARE. CAMUNDA MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY ACTUAL OR THREATENED BREACH. THE FOREGOING LIMITATIONS SHALL OTHERWISE APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
10. Term and Termination
10.1 Term
This Agreement commences on the Effective Date and remains in effect until all Subscriptions have expired or been terminated. The Agreement shall remain in effect for a minimum of one (1) year from the Start Date of the first Subscription. The Order Form specifies the Minimum Term and Start Date and each Subscription renews automatically for successive one (1) year Renewal Terms unless either party provides written notice of non-renewal at least three (3) months prior to the end of the then-current term.
10.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
10.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
11. Miscellaneous
11.1 Assignment; Subcontracting
Camunda may assign this Agreement or any Order Form without Customer's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
11.2 Notices
Notices shall be sent by email to Camunda at customer-success@camunda.com and to Customer at the email on the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party.
11.3 No Waiver; Severability
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
11.4 Export; Human Rights; Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of sanctions or cause the other Party to violate sanctions.
11.5 Conflict Resolution
In the event of a dispute arising out of or in connection with this Agreement, the Parties shall first seek to resolve it through good faith negotiations within thirty (30) days of notification of the dispute. If unresolved, the Parties may agree to mediation under the ICC Mediation Rules before resorting to court proceedings under the governing law and venue of this Agreement. Court action shall only be admissible after a mediation hearing has taken place or sixty (60) days have elapsed since a mediation request.
11.6 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties' entire agreement and supersedes all prior communications. In case of conflict: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including Exhibits and amendments. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
11.7 Customer Reference
The Customer grants Camunda a limited, non-exclusive, non-transferable, free right during the agreement term to use the Customer’s name, logo, and reference in marketing materials (digital or print), including publication and distribution. This includes permission to use the Customer’s logo and brand name, facilitate reference discussions, and create marketing content such as testimonials, press releases, and case studies about the Customer’s use of Camunda. All testimonials, press releases, and case studies require prior Customer approval before publication.
11.8 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
11.9 Independence
The Customer remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties. Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
11.10 High Risk Activities
The Software is not designed or intended for use in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems ("High Risk Activities"). Camunda disclaims any warranty of fitness for High Risk Activities.
11.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
12. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
13. Regional Terms
13.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
Section 8.2 (Services and Software Warranty) of this Agreement is replaced with the following: “Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) during the Subscription Term the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused Fees for the remaining Subscription Term. This clause states Customer's exclusive remedy for any breach of this warranty..”
Section 9 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“9. Liability
9.1 Scope of Lability
For simple negligent breaches of Primary Obligations, Camunda's liability is limited to foreseeable, typical damages. Liability for simple negligent breaches of accessory obligations is excluded. Each Party's and its Affiliates' total aggregate liability under this Agreement shall not exceed the greater of (i) fees paid by Customer for the relevant services in the twelve (12) months preceding the liability-triggering event, or (ii) €100,000. These limitations apply equally to Camunda's Affiliates and Representatives. For the avoidance of doubt, Camunda's liability in respect of the AI Services, including any administrative penalties under applicable AI law or regulation, is limited in accordance with this Section.
9.2 Limitation Period
Camunda's strict liability under § 535a para. 1 BGB is excluded. Claims for damages or wasted expenditure against Camunda expire after one (1) year from when the Customer knew or ought to have known of the claim, and no later than five (5) years after the claim arises.
9.3 Strict liability
The above limitations do not apply to: (i) death or personal injury; (ii) intent or gross negligence; (iii) intellectual property infringement in relation to Section 7; (iv) payment obligations; or (v) Product Liability Act claim
iii. Sections 11.10 and 11.11 are deleted.
13.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 11.10 (High Risk Activities) and 11.11 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“11.10 Service of Process
Any claim form or documents relating to proceedings under this Agreement may be served at each Party's registered address, including where such address is outside England and Wales.
11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
13.3 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 11.11 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“11.11 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
14. AWS Marketplace Transactions
14.1 Scope
This Section 16 applies only where the Customer purchases or renews a Subscription or Services through the AWS Marketplace (each an “AWS Marketplace Transaction”). In the event of any conflict between this Section 16 and the remainder of the Agreement, this Section 16 will control solely with respect to such AWS Marketplace Transactions. This Agreement (together with the applicable Order Form, uploaded and accepted through the AWS Marketplace) sets forth the rights and obligations of the parties with respect to the subscription to the Software and/or Services through the placing of an order through the AWS Marketplace.
14.2 Contracting and Payment
(a) For AWS Marketplace Transactions, the sale is deemed made through Amazon Web Services, Inc. acting as reseller or billing agent, and Camunda Inc. (“Camunda”) is the third-party provider of the Software or Services.
(b) Customer’s payment and invoicing obligations are governed by the AWS Marketplace terms, and Customer shall pay all amounts due through AWS in accordance with AWS Marketplace billing procedures.
14.3 Renewals and Subscription Upgrades
Renewals or changes in Subscription quantity made through the AWS Marketplace shall be subject to Camunda’s then-current pricing, as reflected in a new or updated private offer or Order Form. Camunda will have the right to invoice the Customer for all additional usage and/or capacity if the Customer exceeds the Permitted Usage.
14.4 No Change to Core Terms
Except as expressly provided in this Section 16, all other terms and conditions of this Agreement (including license scope, intellectual property, confidentiality, data protection, and limitation of liability) remain unchanged and apply in full to AWS Marketplace Transactions.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased as a Subscription under an Order Form and further detailed herein and in the applicable Order Form. There are 3 levels of Customer Success Plans: Essential, Advanced and Enterprise Success.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified as either a Critical Error, Major Error or a Support Request.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Support Request means any question or request from Customer in the ticketing system that is designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations.
Response Time means the time from the notification of an Error or Support Request by Customer via the agreed reporting method (as defined herein) to the initiation of actions by Camunda.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer where included in the Order Form as part of an Enterprise Success Plan. TAM may include, as agreed between the Parties, technical kick-off and enablement sessions, periodic or on-demand technical check-ins and health check workshops, access to a technical account manager for advice, guidance and recommendations, scoping of knowledge sessions with Camunda consultants, and support request tracking. TAM does not include implementation of a project or use case.
2. Scope
During the applicable Subscription Term, Camunda will remotely provide: (i) onboarding services where included in the purchased Customer Success Plan; (ii) support for Customer's designated Support Contacts on a supported Software Version; (iii) access to new Software Versions as outlined herein; and (iv) Error corrections and responses to Support Requests within the timeframes specified in the applicable Customer Success Plan. Camunda will provide Support and Maintenance Services to Customer's Contractors performing services on Customer's behalf, provided that Customer remains responsible for its Contractors' compliance with this Agreement and such Contractors are bound by obligations reasonably protecting Camunda's intellectual property rights and Confidential Information. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
3. Version Support
Support and Maintenance Services are provided for each Software Version for 18 months from its Minor Release date, after which Customer must update to a more recent Version if available. If no successor Version has been released, Camunda will continue supporting the then-current Version under this Agreement until a new Version is released. Camunda publishes new Versions at its sole discretion and will notify Support Contacts and update the Documentation accordingly.
4. Customer´s responsibilities
Customer shall cooperate with Camunda as follows: (i) each Support Contact must have working knowledge of the Software and Camunda's support processes, or complete Camunda-designated training; (ii) upon an Error, a Support Contact shall promptly notify Camunda, provide reasonably requested diagnostic information, and flag any issues impacting the Software - including modifications, which are only authorized via accepted pull request; (iii) Errors must be reproducible on a standard, unmodified Software version; Customer shall help reproduce them where possible (e.g. via unit test), or describe the Error as precisely as possible; (iv) unless commercially unreasonable, Customer shall implement Camunda's recommendations to resolve Errors, including installation of Minor Releases, Patch Releases, or hotfixes; (v) Customer is responsible for data backup — solely for Self-Managed deployments, and for configuring backup settings for SaaS deployments; and (vi) Camunda shall only access Customer's systems if explicitly requested, approved, and monitored by Customer (excluding SaaS Clusters).difications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
5. Excluded services
Support and Maintenance Services do not include: (i) analysis or resolution of Errors arising from non-compliance with this Agreement or the Documentation, including unauthorized modifications, use outside Permitted Usage, or failure to meet operating conditions; (ii) resolution of Errors relating to components not received by or made accessible to Customer under the applicable Order Form; and (iii) any other services not specifically set forth in this Exhibit, including without limitation installation, integration, customizations, and any other Consulting Services.
6. Service Level Agreement
With the entry into a Subscription, Camunda will respond to Errors and Support Requests according to the Customer Success Plan specified in the applicable Order Form and as defined below. Response Times represent Camunda's initial qualified response, not resolution timeframes.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
7. Access to Camunda Academy and Camunda Success Center
Camunda grants Customer a limited, non-transferable right to access Camunda Academy and Camunda Success Center during the Subscription Term for information, guidance, and support. Customer shall: (i) restrict access to Customer’s employees, authorized Representatives and agents (including vicarious agents) only; (ii) maintain confidentiality of access credentials; (iii) comply with applicable laws; (iv) promptly notify Camunda of any suspected security breach; and (v) not misuse the platforms, including by attempting unauthorized access, circumventing security measures, or introducing malicious code. Customer is responsible for all activity under its account. Camunda may suspend or terminate access without notice if required by law, to protect third-party rights, or for breach of this Agreement. Platform features and availability may change at Camunda's discretion.
Exhibit B “Consulting Services”
Subject to Customer’s compliance with the Agreement and timely payment of all applicable Fees, Camunda will provide Consulting Services to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Exhibit have the meaning ascribed to them in the Agreement.
1. Definitions
Professional Services are project-based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a SOW, and aimed at defined Deliverables. Timelines for Professional Services are estimates only. Camunda will determine the manner and means of performing Professional Services, in accordance with the agreed scope.
Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified Deliverables, formal acceptance, or a fixed schedule.
Trainings are courses provided via Camunda Academy, including (a) on-demand Trainings (self-paced online) and (b) instructor-led Trainings (remote or on-site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under an Order Form that references the Agreement. In the event of any conflict between the Agreement and a Consulting Services Order Form, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On-site work and substitutions. When on-site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose a replacement resource or an alternative date.
2.4 Scope changes. Any change to the Deliverables that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non-conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non-conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees. In addition, Customer will provide a suitable test or non-production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Cancellation and Postponement
4.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
4.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before the agreed date; (b) 20% if postponed fewer than seven (7) calendar days before the agreed date; and (c) 80% if postponed fewer than two (2) calendar days before the agreed date.
4.3 Trainings. Camunda may cancel or reschedule any paid Training, including any on-site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty-one (21) calendar days’ prior notice for on-site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on-site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Exhibit C “Camunda SaaS Enterprise”
This Exhibit applies to all Camunda SaaS Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
Definitions
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means a credit, calculated as a percentage of the Total Monthly Fees, applied to Customer’s invoice in accordance with this Exhibit.
Availability Target means the percentage of minutes in a calendar month during which a Component is available, excluding Downtime. A Component provisioned for part of a month is deemed fully available for the period prior to provisioning.
Cluster means a deployment of the Orchestration Cluster for Camunda SaaS Enterprise.
Development Cluster is a Cluster used for development and non-production purposes.
Downtime means the total minutes in a calendar month during which a component is unavailable, excluding Excluded Downtime. A minute is unavailable only if all connection attempts by Camunda's monitoring system within that minute fail; partial minutes are not counted.
Excluded Downtime means any Downtime caused in whole or in part by (i) suspension of Customer's access under this Agreement; (ii) Customer's use outside the Hosting Packages; (iii) Customer's breach of this Agreement or unauthorized account actions; (iv) factors outside Camunda's reasonable control (including Force Majeure events, Customer connectivity or bandwidth issues, Customer-supplied dependencies, or third-party acts or omissions); (v) Customer's failure to use Camunda-supported clients or configurations as per the Documentation; (vi) Customer's failure to follow, or interference with, Camunda's recommended remedial action; (vii) Customer's negligence or willful misconduct; (viii) Maintenance Work, including (a) scheduled Maintenance Work on at least five days' prior notice, (b) ad hoc Maintenance Work to prevent unavailability or address security, stability, or critical patch needs, or (c) Customer-initiated Cluster updates; or (ix) Customer's failure to provide information required to provision or operate a Cluster.
Hosting Packages means the Basic, Standard or Advanced hosting capabilities reserved by Customer under the applicable Order Form.
Maintenance Work means any update or adaptation of Camunda SaaS Enterprise to improve functionality, introduce new features or fix malfunctions, which may affect availability.
Management Cluster means the components outside the Orchestration Cluster responsible for process design and enabling users to model and deploy processes and decisions, as further described in the Documentation, which includes Web Modeler and Console (or any successor or renamed equivalent as specified in the Documentation from time to time).
Orchestration Cluster means the core Software components responsible for process automation and orchestration, as further described in the Documentation, which includes Zeebe, Operate, Tasklist, Identity and the Orchestration Cluster APIs (or any successor or renamed equivalent as specified in the Documentation from time to time).
Stable means a Cluster running a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means 1/12 of the annual Fees for the applicable Subscription.
Account Registration and Use Rights
Account Registration. To access Camunda SaaS Enterprise, Customer must register an account. Customer is responsible for maintaining account security (including login credentials and access keys) and all activity under its account, and must promptly notify Camunda of any unauthorized use or security breach. Camunda is not liable for acts or omissions of Customer or any Third Party in relation to the account. Service notifications will be sent to the registered email address.
Right to Use. During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and Hosting Packages.
Use Restrictions. Customer shall not: (i) introduce or transmit harmful code (including viruses, trojans, or ransomware) into or through Camunda SaaS Enterprise; (ii) store or distribute harassing, threatening, infringing, unlawful, or obscene content, or content violating third-party rights; (iii) use Camunda SaaS Enterprise for benchmarking, competitive analysis, or to develop competing products or services; (iv) make Camunda SaaS Enterprise available to any Third Party except as expressly permitted; (v) sell, resell, rent, lease, or offer service bureau or time-sharing arrangements based on Camunda SaaS Enterprise; (vi) interfere with or disrupt the integrity, security, or performance of Camunda SaaS Enterprise; (vii) attempt unauthorized access to Camunda SaaS Enterprise or associated systems; (viii) modify, disassemble, decompile, or reverse engineer Camunda SaaS Enterprise; or (ix) take any action that prevents other customers from using Camunda SaaS Enterprise.
Suspension. Camunda may suspend Customer's access to, or upgrade the Version of, Camunda SaaS Enterprise if Camunda reasonably determines that Customer has violated this Agreement, that Customer's use poses a material security risk, or that Customer is using an unsupported Version. Camunda will use reasonable efforts to provide advance written notice prior to any suspension.
Customer Indemnity. Notwithstanding any exclusion or limitation in this Agreement, Customer will indemnify and hold Camunda harmless from all losses, liabilities, damages, costs, and expenses (including reasonable legal costs to the extent permitted by applicable law) arising from third-party claims related to Customer's violation of Use Restrictions (i), (ii), or (iii) above.
Availability, Maintenance Work and Technical Requirements
Availability Camunda will comply with the Availability Targets for Camunda SaaS Enterprise as set out further in this Exhibit. Any malfunctions affecting availability must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
Maintenance Work Camunda will use reasonable efforts to provide advance notice of Maintenance Work and will schedule non-emergency Maintenance Work outside Business Hours where practicable. Camunda may carry out ad hoc Maintenance Work at any time to address high security risks, platform stability, or critical fixes. Customer agrees that Camunda may access Customer’s Clusters to carry out Maintenance Work.
Technical Requirements Customer is solely responsible for its IT infrastructure (including hardware, software, networks, and internet connectivity), whether operated directly or through Third Parties, as required to access Camunda SaaS Enterprise.
Alpha Offerings and Development Cluster
Alpha Offerings Camunda may invite Customer to try alpha products or services at no charge. Alpha Offerings are provided for evaluation purposes only, not for production use, and may be discontinued at any time. They are unsupported, may be subject to additional terms, and Clusters running Alpha Offerings cannot be updated - replacement is required to receive subsequent Versions. To the maximum extent permitted by applicable law, Alpha Offerings are provided "as is" without warranty or liability of any kind.
Development Cluster DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL WARRANTIES WITH RESPECT TO DEVELOPMENT CLUSTERS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS.
Availability Targets and Availability Service Credits
Camunda will comply with the Availability Targets for Stable Clusters under the applicable Hosting Package, including a 99% Availability Target for the Management Cluster and the Orchestration Cluster targets set out below. Availability Targets do not apply to Development Clusters, Alpha Offerings or Clusters using an unsupported Version of Camunda SaaS Enterprise. To claim an Availability Service Credit, Customer must log a support ticket within five calendar days after the end of the relevant month, including the Cluster ID and a description of the Downtime event. Claims are ineligible if any Fees are outstanding at the time of submission. Camunda will evaluate claims in good faith based on its system logs and monitoring data and, if confirmed, apply the credit against Customer's next invoice. Availability Service Credits are Customer's sole and exclusive remedy for unavailability of Camunda SaaS Enterprise, are not redeemable for cash, exclude applicable taxes, expire twelve months from issuance, and are forfeited if the claim is not submitted timely and complete. If Camunda misses an Availability Target for the Orchestration Cluster in any calendar month, Camunda will provide the following Availability Service Credits, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
Data Act
To the extent the Software or Services constitute a Data Processing Service under EU Regulation 2023/2854 (the "Data Act"), the Data Act Addendum at https://legal.camunda.com/licensing-and-other-legal-terms#data-act-addendum applies and may be updated by Camunda to incorporate any terms issued by the European Commission as required to comply with the Data Act. "Data Processing Services" has the meaning given in the Data Act. If Customer terminates a Subscription during the Minimum or Renewal Term under the Data Act, Camunda will refund Fees paid in advance for the period after the termination effective date, less any costs saved by Camunda as a result of the early termination.
Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Exhibit D “Camunda Self-Managed Enterprise"
This Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions under this Agreement. In case of conflict between this Exhibit and any other provision of the Agreement, this Exhibit prevails.
Delivery
Camunda shall provide the Software in object code only. Promptly after execution of the initial Order Form, Camunda will provide Customer with the license key electronically. The Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and is deemed accepted upon Delivery. For each Renewal Term, no further Delivery is required; the Software is deemed delivered on the first day of that Renewal Term.
License Grant and Restrictions
License Grant
Subject to Customer's material compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license during the Subscription Term to use the Software in object code form within the Permitted Usage. Under this license, Customer may: (i) install, run, and use the Software; (ii) permit Contractors or Affiliates to exercise the rights in the Software solely on Customer's behalf and subject to this Agreement; and (iii) use the Software for developing, testing, and staging purposes. This license does not limit rights granted under applicable Public Software or Third-Party Public Software licenses, which govern independently and do not restrict Customer's rights under this Agreement. Applicable licenses are listed in the Documentation, and Customer is responsible for its compliance with these terms. All rights not expressly granted are retained by Camunda.
Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate, Contractor, or Third Party to: (i) use the Software for its own internal business purposes outside the scope of the Permitted Usage; (ii) reverse engineer, decompile, or derive the source code of the Software, except as permitted by applicable law; (iii) modify or copy any part of the Software; (iv) sell, lease, distribute, or lend the Software to any Third Party, except as expressly permitted herein; (v) circumvent any restrictions on use, including those enforced by a license key; (vi) use the Software in violation of applicable law; or (vii) remove or alter any proprietary notices or markings without Camunda's prior written consent.
Reporting and Auditing
No later than twenty-one (21) days after each calendar quarter of a Subscription, Customer will report its consumed quantities for each Permitted Usage metric to Camunda by email. If Camunda does not receive a usage report under this Section or reasonably believes a report is materially inaccurate, Camunda may, no more than once per calendar year and upon reasonable notice, audit Customer's records to verify compliance with the Permitted Usage. This right survives for one (1) year after termination or expiration of the Subscription. Audits will take place during normal Business Hours at Customer's cost. Customer will pay any underpayment within thirty (30) days of notice.
2.4 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If Telemetry Data is enabled by the Customer, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective April 1st 2026 to July 1st 2026
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour - means any one hour between Monday to Friday, 9:00 AM to 5:00 PM (adjusting for daylight savings hours) in the Selected Time Zone, except that, for Customers located in a Non-Standard Workweek Jurisdiction, “Business Hour” means any one hour between Sunday to Thursday, 9:00 AM to 5:00 PM (adjusting for daylight savings time, if applicable) in the Selected Time Zone. For the avoidance of doubt, unless otherwise agreed in writing by the Parties in the applicable Order Form, Camunda shall provide Support and Maintenance Services to Customers located in a Non-Standard Workweek Jurisdiction during Business Hours falling between Sunday and Thursday.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Non-Standard Workweek Jurisdiction means any country or region in which the customary business work week runs from Sunday to Thursday (including, by way of example, Israel, Saudi Arabia, United Arab Emirates, Qatar, Kuwait, Bahrain and Oman), or in respect of which the Customer has expressly requested, and such request has been reflected in the applicable Order Form, that Support and Maintenance Services be provided during Business Hours falling between Sunday to Thursday.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
The Fees payable by Customer will be set out in the applicable Order Form. Camunda reserves the right to change its Fees under this Agreement and to apply automatic fee increases where expressly stated in the applicable Order Form; however, no change to Fees will apply to Customer with respect to any then‑current contractually agreed Minimum Term, except to the extent expressly provided for in the applicable Order Form (including, for example, pursuant to an annual fee adjustment or similar uplift).
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
7.1 Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on the https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1 Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
15.6 Regional Terms for EU customers
15.6.1 The terms and conditions outlined in the Data Act Addendum shall apply to the extent a Software or Services constitute a Data Processing Service. Camunda may partially replace or amend the current version of the Data Act Addendum by any terms issued by the European Commission with respect to the switching of Data Processing Services as further required to comply with EU Regulation 2023/2854 (“Data Act“). For the purposes of this clause, "Data Processing Services" has the same meaning as in the Data Act.
15.6.2 If the Customer terminates a Subscription during the Minimum or Renewal Term after exercising its rights under the Data Act, Camunda shall refund to the Customer an amount equal to the Fees paid in advance for the period following the effective date of termination, minus any costs directly attributable to the performance of the Agreement that Camunda would have incurred by the end of the Minimum or Renewal Term but will not incur due to the early termination ("Early Termination Charges/Refund").
16. AWS Marketplace Transactions
16.1 Scope
This Section 16 applies only where the Customer purchases or renews a Subscription or Services through the AWS Marketplace (each an “AWS Marketplace Transaction”). In the event of any conflict between this Section 16 and the remainder of the Agreement, this Section 16 will control solely with respect to such AWS Marketplace Transactions. This Agreement (together with the applicable Order Form, uploaded and accepted through the AWS Marketplace) sets forth the rights and obligations of the parties with respect to the subscription to the Software and/or Services through the placing of an order through the AWS Marketplace.
16.2 Contracting and Payment
For AWS Marketplace Transactions, the sale is deemed made through Amazon Web Services, Inc. acting as reseller or billing agent, and Camunda Inc. (“Camunda”) is the third-party provider of the Software or Services.
Customer’s payment and invoicing obligations are governed by the AWS Marketplace terms, and Customer shall pay all amounts due through AWS in accordance with AWS Marketplace billing procedures.
16.4 Renewals and Subscription Upgrades
Renewals or changes in Subscription quantity made through the AWS Marketplace shall be subject to Camunda’s then-current pricing, as reflected in a new or updated private offer or Order Form. Camunda will have the right to invoice the Customer for all additional usage and/or capacity if the Customer exceeds the Permitted Usage.
16.5 No Change to Core Terms
Except as expressly provided in this Section 16, all other terms and conditions of this Agreement (including license scope, intellectual property, confidentiality, data protection, and limitation of liability) remain unchanged and apply in full to AWS Marketplace Transactions.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services”
Subject to Customer’s compliance with the Agreement (including this Exhibit) and timely payment of all applicable Fees, Camunda will provide Standard Consulting Services, Professional Services, and Trainings (together, the “Consulting Services”) to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Exhibit have the meaning ascribed to them in the Agreement.
1. Consulting Services
1.1 Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified deliverables, formal acceptance, or a fixed schedule.
1.2 Professional Services are project‑based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a Statement of Work (“SOW”), and aimed at defined outcomes or deliverables. Timelines for Professional Services are estimates only, and Camunda will determine the manner and means of performing such services, in accordance with the agreed scope.
1.3 Trainings are courses provided via Camunda Academy, including (a) On‑Demand Trainings (self‑paced online) and (b) Instructor‑Led Trainings (remote or on‑site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under an Order Form that references the Agreement. In the event of any conflict between the Agreement and a Consulting Services Order Form, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On‑site work and substitutions. When on‑site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose either a replacement resource or an alternative date.
2.4 Scope changes. Any change to the scope, timeline, or deliverables, as defined in the applicable SOW (the “Deliverables”), that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non‑conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non‑conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
3.1 Customer responsibilities. Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees.
3.2 Test/non‑production environment (Professional Services). Customer will provide a suitable test or non‑production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Fees, Expenses, and Intellectual Property
4.1 Fees and expenses. Fees for Consulting Services are set out in the applicable Order Form or as otherwise agreed in writing and, except where expressly stated in this Exhibit or the Agreement, are non‑refundable. Where on‑site work is performed, Customer will reimburse Camunda for reasonable, pre‑approved out‑of‑pocket expenses at actual cost without markup, supported by documentation. Consulting Services and Trainings must be used within the periods, timelines, or access windows stated in the applicable Order Form or Camunda Academy terms; any portion not utilized will expire without replacement, extension, or refund, unless otherwise expressly agreed in writing by the Parties.
4.2 Ownership of Professional/Consulting Deliverables. Except as expressly provided otherwise in an applicable Order Form, as between the Parties, Customer will own all right, title, and interest in and to the Deliverables. Such Deliverables will be created in the course of the Professional Services (including any modifications or derivative works thereof), excluding any Camunda Materials. “Camunda Materials” means Camunda’s pre‑existing or independently developed intellectual property, know‑how, software, templates, scripts, tools, and any enhancements or derivatives thereof. Camunda retains all right, title, and interest in and to the Camunda Materials. To the extent any Camunda Materials are incorporated into or delivered with any Deliverable, Camunda hereby grants to Customer a worldwide, non‑exclusive, royalty‑free license to use such Camunda Materials solely as embedded in the Deliverables for Customer’s internal business purpose in connection with Customer’s authorized use of the Software. For the avoidance of doubt, no ownership interest in the Camunda Materials is transferred to Customer under this Agreement, and nothing in this Section grants Customer any right to access or use the Software after expiration or termination of the Subscription Term, even if such access or use is technically enabled by a Deliverable.
5. Cancellation and Postponement
5.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
5.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before; (b) 20% if postponed fewer than seven (7) calendar days before; and (c) 80% if postponed fewer than two (2) calendar days before.
5.3 Trainings. Camunda may cancel or reschedule any paid Training, including any on‑site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty‑one (21) calendar days’ prior notice for on‑site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on‑site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer may enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective December 19th 2025 to April 1st 2026
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour - means any one hour between Monday to Friday, 9:00 AM to 5:00 PM (adjusting for daylight savings hours) in the Selected Time Zone, except that, for Customers located in a Non-Standard Workweek Jurisdiction, “Business Hour” means any one hour between Sunday to Thursday, 9:00 AM to 5:00 PM (adjusting for daylight savings time, if applicable) in the Selected Time Zone. For the avoidance of doubt, unless otherwise agreed in writing by the Parties in the applicable Order Form, Camunda shall provide Support and Maintenance Services to Customers located in a Non-Standard Workweek Jurisdiction during Business Hours falling between Sunday and Thursday.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Non-Standard Workweek Jurisdiction means any country or region in which the customary business work week runs from Sunday to Thursday (including, by way of example, Israel, Saudi Arabia, United Arab Emirates, Qatar, Kuwait, Bahrain and Oman), or in respect of which the Customer has expressly requested, and such request has been reflected in the applicable Order Form, that Support and Maintenance Services be provided during Business Hours falling between Sunday to Thursday.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
7.1 Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on the https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
11.3 If the Customer terminates a Subscription during the Minimum or Renewal Term after exercising its rights under the Data Act, Camunda shall refund to the Customer an amount equal to the Fees paid in advance for the period following the effective date of termination, minus any costs directly attributable to the performance of the Agreement that Camunda would have incurred by the end of the Minimum or Renewal Term but will not incur due to the early termination ("Early Termination Charges/Refund").
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1 Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
15.6 Regional Terms for EU customers
The terms and conditions outlined in the Data Act Addendum shall apply to the extent a Software or Services constitute a Data Processing Service. Camunda may partially replace or amend the current version of the Data Act Addendum by any terms issued by the European Commission with respect to the switching of Data Processing Services as further required to comply with EU Regulation 2023/2854 (“Data Act“). For the purposes of this clause, "Data Processing Services" has the same meaning as in the Data Act.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Delivery and Performance of the Consulting Services
1.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
2 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer may enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective November 11th 2025 to December 19th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
7.1 Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on the https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
11.3 If the Customer terminates a Subscription during the Minimum or Renewal Term after exercising its rights under the Data Act, Camunda shall refund to the Customer an amount equal to the Fees paid in advance for the period following the effective date of termination, minus any costs directly attributable to the performance of the Agreement that Camunda would have incurred by the end of the Minimum or Renewal Term but will not incur due to the early termination ("Early Termination Charges/Refund").
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1 Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
15.6 Regional Terms for EU customers
The terms and conditions outlined in the Data Act Addendum shall apply to the extent a Software or Services constitute a Data Processing Service. Camunda may partially replace or amend the current version of the Data Act Addendum by any terms issued by the European Commission with respect to the switching of Data Processing Services as further required to comply with EU Regulation 2023/2854 (“Data Act“). For the purposes of this clause, "Data Processing Services" has the same meaning as in the Data Act.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Delivery and Performance of the Consulting Services
1.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
2 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer may enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective November 7th 2025 to November 11th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
7.1 Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on the https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
7.2 Data Act
The terms and conditions outlined in the Data Act Addendum shall apply to the extent a Software or Services constitute a Data Processing Service. Camunda may partially replace or amend the current version of the Data Act Addendum by any terms issued by the European Commission with respect to the switching of Data Processing Services as further required to comply with EU Regulation 2023/2854 (“Data Act“). For the purposes of this clause, "Data Processing Services" has the same meaning as in the Data Act.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
11.3 If the Customer terminates a Subscription during the Minimum or Renewal Term after exercising its rights under the Data Act, Camunda shall refund to the Customer an amount equal to the Fees paid in advance for the period following the effective date of termination, minus any costs directly attributable to the performance of the Agreement that Camunda would have incurred by the end of the Minimum or Renewal Term but will not incur due to the early termination ("Early Termination Charges/Refund").
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Delivery and Performance of the Consulting Services
1.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
2 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer may enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective October 28th 2025 to November 7th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Delivery and Performance of the Consulting Services
1.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
2 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer may enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective September 24th 2025 to October 28th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Customer Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Delivery and Performance of the Consulting Services
1.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
2 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer may enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective August 22nd 2025 to September 24th 2025
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THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Plan and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Exhibit.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2 Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5 Delivery and Performance of the Consulting Services
5.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
6 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer will enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective May 6th 2025 to August 22nd 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Exhibit A.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are be part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA meansthe agreed service levelsas set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the purchased Customer Success Planand (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), upgrade to a higher Customer Success Plan tier, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased Customer Success Plan, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the purchased Customer Success Plan or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
4.5 Access to Camunda Academy and Camunda Success Center
a) Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
b) Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
c) The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
d) In accessing Camunda Academy and Camunda Success Center, the Customer shall:
i) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
ii) only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
iii) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
iv) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
v) otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
e) Customer shall not:
i) use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
ii) attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
iii) authorize, permit, or encourage any End User or third-party to do any of the above;
iv) post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
f) Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
g) Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
h) Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.2 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit ,depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom Camunda Ltd
Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB The laws of England and Wales, excluding both CISG and conflict of laws provisions London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
“10. Liability
10.1Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.”
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of the World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above.”
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
“13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.”
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 and shall read as follows:
“13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.”
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the Customer Success Plan purchased identified in the applicable Order Form and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Part I: Consulting Services
1 Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Exhibit.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2 Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5 Delivery and Performance of the Consulting Services
5.1 If Customer desires to purchase Consulting Services, Customer shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of the requested Consulting Service(s) against the Customer’s specific needs. In the event that, after the Consulting Service Start Date, the Customer requires a change in the scope of the purchased Consulting Service as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the purchased Consulting Service and the new pricing conditions, the Parties agree that Camunda shall continue providing the purchased Consulting Service according to the initially agreed scope.
Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, the cost for such Consulting Services shall be agreed upon by the Parties.
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
6 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer will enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective April 10th 2025 to May 6th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation. Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are be part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Customer is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.3 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.4 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet,
and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.2 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, The Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law Delaware, USA
9. Rest of the World*
*Rest of the World" means all countries except those mentioned above 1 to 8.
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
"10. Liability
10.1 Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
"10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above."
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
"13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure."
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 shall read as follows:
"13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect."
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription or by signing a separate Order Form that references the Agreement.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
Technical Account Management;
Project Success Acceleration;
Migration Acceleration; and
Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. For the avoidance of doubt, the implementation of the Customer’s project or use case for which TAM is provided is the sole responsibility of the Customer and Camunda’s involvement shall be solely limited to related advice and guidance, without providing any implementation services. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0% 3%
Less than 98.0% 4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer will enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective April 3rd 2025 to April 10th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation. Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are be part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Camunda is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.3 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.4 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet,
and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.2 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, The Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law Delaware, USA
9. Rest of the World*
*Rest of the World" means all countries except those mentioned above 1 to 8.
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms for Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
(i) The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
(ii) The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
(iii) The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
(iv) The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
(v) Section 10 (Liability) of this Agreement is deleted in its entirety and replaced with the following:
"10. Liability
10.1 Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
(vi) Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms for United Kingdom, APAC (except Singapore) and Rest of World
Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms for France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal:
(i) Sections 10.1 (Excluded Damages) and 10.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
"10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above."
(ii) Section 10.3 (Applicability) is deleted.
(iii) Section 13.9 (Force Majeure) is deleted in its entirety and replaced with the following Section:
"13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure."
(iv) A new Section, Section 13.10 (Independence), is added after Section 13.9 shall read as follows:
"13.10 Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect."
(v) Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted.
15.4 Regional Terms for the Netherlands
With respect to Customers domiciled in the Netherlands, Sections 13.11 (High Risk Activities) and 13.12 (U.S. Government) are deleted in their entirety and replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement, except as otherwise stated in the Agreement.”
15.5 Regional Terms for Singapore
With respect to Customers domiciled in Singapore, Section 13.12 (U.S. Government) is deleted in its entirety and replaced with the following Section:
“13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription or by signing a separate Order Form that references the Agreement.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
Technical Account Management;
Project Success Acceleration;
Migration Acceleration; and
Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. For the avoidance of doubt, the implementation of the Customer’s project or use case for which TAM is provided is the sole responsibility of the Customer and Camunda’s involvement shall be solely limited to related advice and guidance, without providing any implementation services. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0% 3%
Less than 98.0% 4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer will enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective February 25th 2025 to April 3rd 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation. Contractor means any Third Party that is performing IT services on Party´s behalf.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the the number of PI, Tenants and/or STP-Tenants as defined in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are be part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are Subscription Upgrades that may be purchased separately.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Permitted Usage, (iii) any applicable Subscription Upgrades, (iv) the Hosting Packages (if applicable), (v) the Fees, (vi) the Start Date, (vii) the Selected Time Zone, (viii) the Minimum Term or Renewal Term, (ix) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (x) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an Order Form (hereinafter referred to as “Upgrade Order Form”) allowing the Customer to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Permitted Usage, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Permitted Usage for a Subscription ("Excess Usage") Camunda is obligated to notify Camunda and Camunda shall invoice Customer for such Excess Usage. In addition, the Subscription will be adjusted to the proper tier at the next renewal.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.3 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.4 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet,
and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings).
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty
(30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non- refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall continue for the Subscription Term. This Agreement and the applicable Order Form shall renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws, and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.2 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following:
10.1 Limitation of liability
10.1.1In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal, Sections 10.1 to 10.3 are replaced with the following Sections:
10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above
Section 13.9 is replaced with the following Section:
Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.
The following Sections is added:
Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.
Sections 13.11 and 13.12 are deleted.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription, by signing a separate Order Form that references the Agreement.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
Technical Account Management;
Project Success Acceleration;
Migration Acceleration; and
Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. For the avoidance of doubt, the implementation of the Customer’s project or use case for which TAM is provided is the sole responsibility of the Customer and Camunda’s involvement shall be solely limited to related advice and guidance, without providing any implementation services. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This
includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version. Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party’s, nor for any damages of any kind arising from such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge.
Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software,databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/.
Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0% 3%
Less than 98.0% 4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
After each 3 months term of a Subscription and within twenty-one (21) days, Customer will report the number of PI, Tenants and STP-Tenants used via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. Customer will enable this functionality at the start of every Subscription and hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective January 21st 2025 to February 25th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (DMN) (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a Decision Requirements Diagram (DRD)) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Usage Metrics means the metrics that determine the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an “Upgrade Order Form” to increase the Usage Metrics or add additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of PI, DI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. For other Subscription Upgrades, Camunda may issue a prorated invoice for the remainder of the Subscription Term.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings.
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and of the applicable Subscription defined in the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015, the French SAPIN 2 laws and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
France, Spain, Portugal Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany The laws of France, excluding both CISG and conflict of laws provisions Paris, France
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following:
10.1 Limitation of liability
10.1.1 In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2 In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal, Sections 10.1 to 10.3 are replaced with the following Sections:
10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above
Section 13.9 is replaced with the following Section:
Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.
The following Sections is added:
Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.
Sections 13.11 and 13.12 are deleted.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription, by signing a separate Order Form that references the Agreement, or by placing a purchase order or similar ordering document with Camunda that references such Order Form.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
(i) Technical Account Management;
(ii) Project Success Acceleration;
(iii) Migration Acceleration; and
(iv) Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entities or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If Telemetry Data is enabled by the Customer, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective January 20th 2025 to January 21st 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (DMN) (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a Decision Requirements Diagram (DRD)) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Usage Metrics means the metrics that determine the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an “Upgrade Order Form” to increase the Usage Metrics or add additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of PI, DI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. For other Subscription Upgrades, Camunda may issue a prorated invoice for the remainder of the Subscription Term.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings.
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following:
10.1 Limitation of liability
10.1.1 In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2 In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal, Sections 10.1 to 10.3 are replaced with the following Sections:
10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above
Section 13.9 is replaced with the following Section:
Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.
The following Sections is added:
Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.
Sections 13.11 and 13.12 are deleted.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription, by signing a separate Order Form that references the Agreement, or by placing a purchase order or similar ordering document with Camunda that references such Order Form.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
(i) Technical Account Management;
(ii) Project Success Acceleration;
(iii) Migration Acceleration; and
(iv) Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entities or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective January 20th 2025 to January 20th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation (BPMN) execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (DMN) (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a Decision Requirements Diagram (DRD)) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Usage Metrics means the metrics that determine the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an “Upgrade Order Form” to increase the Usage Metrics or add additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of PI, DI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. For other Subscription Upgrades, Camunda may issue a prorated invoice for the remainder of the Subscription Term.
3.3 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.4 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.5 Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings.
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Term and Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following:
10.1 Limitation of liability
10.1.1 In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
10.1.2 In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
10.2 Exclusion of Limitations
The limitations of liability set out in Section 10.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
10.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
10.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
10.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
15.3 Regional Terms France, Spain and Portugal
With respect to Customers domiciled in France, Spain or Portugal, Sections 10.1 to 10.3 are replaced with the following Sections:
10.1 Limitation of Liability
Except for any liability under “Confidentiality”, under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to this Agreement, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to this Agreement.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
10.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under this Agreement or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer during the 12 months preceding the date of claim. The foregoing limitations will not limit Customer’s and its Affiliates payment obligations under Section 5 (Fee) above
Section 13.9 is replaced with the following Section:
Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, general or unannounced strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). By express agreement between the Parties, those cases usually retained by the Civil Code and the jurisprudence of French courts are considered to be Events of Force Majeure.
The following Sections is added:
Independence
To the extent necessary, it is recalled that the Customer shall remain independent as to the means of performance of its obligations hereunder, notwithstanding the general purpose of the Customer’s efforts and the goals to be reached as defined with Camunda.
Accordingly, this Agreement shall not entail the formation of any joint venture. Also, each party shall remain the sole employer of any such employees as may be asked to perform its services. In their capacity as an employer, each party shall perform all relevant obligations and in particular the payment of any compensation, payroll taxes and the compliance with any reporting and insurance obligations. Customer shall hold Camunda free and harmless against any claim in this respect.
Sections 13.11 and 13.12 are deleted.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription, by signing a separate Order Form that references the Agreement, or by placing a purchase order or similar ordering document with Camunda that references such Order Form.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
(i) Technical Account Management;
(ii) Project Success Acceleration;
(iii) Migration Acceleration; and
(iv) Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entities or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective January 17th 2025 to January 20th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda under Exhibit B hereto.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Trainings and any other Camunda products
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription and/or Consulting Services and Trainings under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement. Support and Maintenance Services are part of a Subscription.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Exhibit B hereto.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the provision of Subscriptions and Services through the conclusion of Order Forms.
By signing an Order Form, Customer agrees to purchase a Subscription for the use of the Software and receipt of Support and Maintenance Services, as specified in such Order Form. Through the same Order Form as the Subscription or through a separate Order Form, the Customer may also purchase Consulting Services and Trainings.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) any Consulting Services and Trainings (if applicable). If Customer purchases Consulting Services and Trainings, the Order Form will further specify the relevant details for their provision including, without limitation, type and scope, related Fees, start date, and, where applicable, the period of performance and maximum number of participants.
3.2 Subscription Upgrades
Customer may at any time request an “Upgrade Order Form” to increase the Usage Metrics or add additional Hosting Packages (as part of a Camunda SaaS Enterprise), Advanced SLA, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of PI, DI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. For other Subscription Upgrades, Camunda may issue a prorated invoice for the remainder of the Subscription Term.
3.3 Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
3.4 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase Consulting Services and Trainings pursuant to the terms of Exhibit B (Consulting Services and Trainings.
4.3. Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services and Trainings”
Subject to Customer's compliance with the Agreement (including this Exhibit) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Exhibit.
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
1. Common Terms for Consulting Services and Trainings
1.1 The Customer may order Consulting Services and Trainings from Camunda through the same Order Form as the Subscription, by signing a separate Order Form that references the Agreement, or by placing a purchase order or similar ordering document with Camunda that references such Order Form.
1.2 For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar ordering documents in connection with its purchase of Consulting Services or Trainings, it shall do so only for its own internal, administrative purposes (such as for referencing and validating the relevant Order Form) and not with the intent to provide any additional contractual terms or general terms and conditions overriding the Agreement. To the extent any such additional contractual terms or general terms and conditions included or referred in any purchase orders or similar ordering documents are inconsistent or contrary with the Agreement, the Agreement shall prevail, and any such additional terms are hereby rejected, even if Camunda does not object. Furthermore, Camunda’s performance of the Consulting Services or Trainings shall not amount to or be implicit of an acceptance of any additional terms included or referred to in the purchase order or similar ordering document.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 65 of this Exhibit.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 54 of this Exhibit.
Project Success Acceleration or PSA has the meaning given to it under Subsection 43 of this Exhibit.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 32.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Exhibit and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Exhibit.
2. Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
(i) Technical Account Management;
(ii) Project Success Acceleration;
(iii) Migration Acceleration; and
(iv) Expert on Demand.
3. Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer via the relevant Order Form for the TAM Minimum Term and commences upon the TAM Start Date specified in such Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Party by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4. Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
4.5 In the event that, after the PSA Start Date, the Customer requires a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the PSA and the related new pricing conditions, the Parties agree that Camunda shall continue providing PSA according to the initially agreed scope.
5. Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda.
5.4 In the event that, after the MA Start Date, the Customer requires a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Customer to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between the Parties as regards the scope change for the MA and the new pricing conditions, the Parties agree that Camunda shall continue providing MA according to the initially agreed scope.
6. Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7. Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed between Camunda and Customer on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon by the Parties, and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer.
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. For the avoidance of any doubt, access to the Customer’s information system resources shall not include:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided by the Parties. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Agreement, including this Exhibit.
8. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS EXHIBIT ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9. Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under the Agreement. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. This Agreement, including this Exhibit, is not a sale and does not convey to Customer any rights of ownership in any intellectual property rights.
10. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3. Training Types
3.1 The purpose of Camunda Academy is to enable the Customers to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4. Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Exhibit and the Agreement in general, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Exhibit and the Agreement (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, the Agreement, including this Exhibit, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Exhibit is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5. Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Exhibit;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6. Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8. Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an Event of Force Majeure (as defined in the Agreement), illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9. Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entities or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Exhibit C “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit D “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective December 10th 2024 to January 17th 2025
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
3.2 Subscription Upgrades
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
3.3 Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
3.4 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Master Subscription Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective December 10th 2024 to December 10th 2024
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
3.2 Subscription Upgrades
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
3.3 Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
3.4 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Master Subscription Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective November 4th 2024 to December 10th 2024
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity..Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
3.2 Subscription Upgrades
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
3.3 Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
3.4 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Master Subscription Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective November 4th 2024 to November 4th 2024
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity..Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
3.2 Subscription Upgrades
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
3.3 Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
3.4 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/privacy-and-data-protection#data- processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Master Subscription Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective October 28th 2024 to November 4th 2024
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity..Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Fees means the recurring annual fee that Customer owes to Camunda for the purchase of a Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any one-off Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it under Subsection 4.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription
after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties. Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3. Subscription
3.1 Information
The Order Form sets forth, among other information, (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA) and (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription.
3.2 Subscription Upgrades
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. If the Customer exceeds the Usage Metrics number of DI, PI, or TU purchased under a Subscription ("Excess Instances or Users") Camunda may invoice Customer for such Excess Instances or Users and move Customer to the proper tier at the next renewal. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
3.3 Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. In the case of a Dual-Use Subscription, Usage Metrics will be measured by combining the number of DI, PI, or TU used in both Self-Managed and SaaS
3.4 Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1 Provision of Support and Maintenance Services
4.1.1 During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of the Agreement and, in particular, with the timely payment of all applicable Fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
4.3. Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.4 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Software components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form or quote within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/privacy-and-data-protection#data- processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1 Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2 Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3 Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3 Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1 Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then- current Minimum Term or Renewal Term.
11.2 Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the
Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1 Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
13.3 Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice.
13.4 No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5 Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6 Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7 Customer Reference
13.7.1 The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3 Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9 Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10 Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit,
depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1 Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.2 of this Agreement is replaced with the following: “Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.”
The third sentence of Section 5.1 of this Agreement is replaced with the following: “Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.”
The following sentence is added to Section 6.1 of this Agreement: “The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.”
The last sentence of Section 6.2 will be replaced with the following: “Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.”
Sections 10.1 to 10.3 of this Agreement will be replaced with the following: “Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Sections 13.11 and 13.12 are deleted.
15.2 Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are replaced with the following Sections:
“13.11 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
13.12 Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.”
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section. Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 8 (Availability Targets and Availability Service Credits) of this Exhibit.
Availability Targets means the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Exhibit.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given component during which that component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given component if all continuous attempts by Camunda’s monitoring system to establish a connection to that component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
i. Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the terms of the Master Subscription Agreement and its Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that the Customer uses an unsupported Version as defined in Exhibit A Section 2., Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in the Agreement, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and (iv) of Section 3.1 above.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE
WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
8.1 Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Exhibit A of this Agreement). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
8.2 Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
8.3 Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit C “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in
(i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree and an Upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2 Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Subscription and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective May 2nd 2024 to October 28th 2024
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Table of Contents
THESE GENERAL TERMS FOR CAMUNDA ENTERPRISE (THE “AGREEMENT”) GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR” AS DEFINED IN THE APPLICABLE ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 14 (“CAMUNDA”, “WE”, “US”, “OUR”) RELATED TO CUSTOMER’S CAMUNDA ENTERPRISE SUBSCRIPTION. CAMUNDA AND THE CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software as a service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means, collectively, Recurring Consulting Services and Non-Recurring Consulting Services, as defined and described in Exhibit B hereto.
Contractor means any Third Party that is performing IT services on Party´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda decision engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Version of the Software, under https://docs.camunda.org/manual/latest/.
Dual Use means simultaneous use of the Camunda Self-Managed Enterprise and Camunda SaaS Enterprise Software under the same Permitted Usage as set forth in an Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Expert on Demand or EOD has the meaning given to it under Subsection 2.1 of Exhibit B hereto.
Fees means, collectively, the recurring annual Fee that Customer owes to Camunda for the purchase of a Subscription (including recurring fees for Recurring Consulting Services or Subscription Upgrades), as well as one-time fees for any Non-Recurring Consulting Services.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda SaaS Enterprise Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Migration Acceleration or MA has the meaning given to it under Subsection 2.3 of Exhibit B hereto.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact: means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Non-Recurring Consulting Services means, collectively, Expert on Demand, Project Success Acceleration and Migration Acceleration.
Order Form means the ordering document pursuant to which Customer purchases a Subscription under this Agreement.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Project Success Acceleration or PSA has the meaning given to it under Subsection 2.2 of Exhibit B hereto.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community License (<https://github.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt>), or the bmpn.io license (<https://bpmn.io/license/>). Public Software provided to Customer under this Agreement may include Third-Party Public Software.
Recurring Consulting Services means, collectively, Remote Consulting Services and Technical Account Management.
Remote Consulting Services has the meaning given to it under Subsection 1.1 of Exhibit B hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of Error or Support Request by Customer via the agreed reporting method (as defined in Exhibit A) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services, Consulting Services and Trainings.
SLA stands for the agreed Service Level Agreement module outlining the relevant performance targets as set out in Exhibit A and laid down in the applicable Order Form.
Software means the Components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under this Agreement, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of this Agreement, including any Order Form.
Subscription Classification means the type of Subscription purchased by Customer. This can be either a Camunda Self-Managed Enterprise or a Camunda SaaS Enterprise Subscription or a Dual-Use Subscription, in each case as specified in this Agreement and/or the corresponding Exhibit and as defined in the Order Form.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Subscription Term means the time for which a Subscription is valid which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Exhibit A to this Agreement.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics.
Technical Account Management or TAM has the meaning given to it under Subsection 1.2 of Exhibit B hereto.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means, collectively, the On-Demand Trainings and Instructor-Led Trainings (as defined in Exhibit C hereto) provided by Camunda via Camunda Academy.
Usage Metric means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metric is organized in tiers and covers Process Instances, Decision Instances and Task Users. The Usage Metric is part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription of the Software and Services through the conclusion of Order Forms or, if applicable, for the purchase of Trainings and Non-Recurring Consulting Services.
By signing an Order Form, Customer purchases a Subscription for the Software and Services as specified in such Order Form.
3.Subscription
3.1. Information
The Order Form sets forth (i) the Subscription Classification, (ii) the Usage Metrics, (iii) the License Scope, (iv) any applicable Subscription Upgrades, (v) the Hosting Packages (if applicable), (vi) the Fees, (vii) the Start Date, (viii) the Selected Time Zone, (ix) the Minimum Term or Renewal Term, and, if applicable, (x) the SLA module chosen by the Customer (i.e. Standard SLA or Advanced SLA), (xi) the annual quota of Remote Consulting Services hours and the number of Named Support Contacts included in the Subscription, (xii) Technical Account Management, (xiii) any Trainings purchased by the Customer, and (xiv) any Non-Recurring Consulting Services purchased by the Customer.
3.2. Subscription Upgrades
Customer may at any time request that Camunda provides an Order Form (hereinafter referred to as “Upgrade Order Form”) according to which Customer agrees to purchase Subscription upgrades such as increased Usage Metrics, additional Hosting Packages (as part of a Camunda SaaS Enterprise or a Dual-Use Subscription), additional Advanced SLA module, additional Named Support Contacts, any additional Recurring Consulting Services, and others (“Subscription Upgrades”). Upon execution of such Upgrade Order Form, Camunda will provide the Customer with an invoice (i) in case of increased Usage Metric, for the new Fees less the Fees already paid for the current Subscription Term. In the case of other Subscription Upgrades, including additional Hosting Packages for Dual-Use Subscription Classification, prorated for the remaining time of the Subscription Term. In the case of an Upgrade from a Camunda SaaS Enterprise Subscription to a Camunda Enterprise Dual-Use Subscription, no further invoice will be sent, but the existing Order Form will be replaced by a new Order Form with the Subscription Classification “Dual-Use.”
3.3. Dual-Use Subscription
The Customer may purchase a Camunda Self-Managed Enterprise, a Camunda SaaS Enterprise Subscription, or a Dual-Use Subscription. For the purpose of this Agreement, a “Dual Use Subscription” is a Subscription allowing for simultaneous use of Camunda Self-Managed Enterprise and Camunda SaaS Enterprise if the usage is within the same Permitted Usage. Which type of Subscription the Customer purchases will be defined on the Order Form as part of the Subscription Classification. If, in the case of a Dual-Use Subscription, the Customer exceeds the combined number of DI, PI, or TU for which the Customer has purchased such Subscription ("Excess Instances or Users"), the Customer needs to request a Subscription Upgrade that covers the Excess Instances or Users.
3.4. Purchase Order
For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. By entering into this Agreement, whether prior to or following receipt of Customer's purchase order or any similar document, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda´s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii).an agreement to amend this Agreement.
3.5 Documentation
The Documentation will be provided electronically to the Customer unless otherwise agreed by the Parties. For all past and future Versions of the Software, the Documentation shall be made available to Customer in English under https://docs.camunda.io.
3.6 Intellectual Property Ownership
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under this Agreement. This Agreement does not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to this Agreement.
4. Services
4.1. Provision of Support and Maintenance Services
During the applicable Subscription Term Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA module, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer's facilities.
4.2 Third-Party Contractors
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of this Agreement, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
4.3 Provision of Consulting Services
During the applicable Subscription Term, Camunda provides certain Consulting Services to Customer. These include Recurring Consulting Services and Non-Recurring Consulting Services. These Consulting Services are subject to the terms and conditions set forth in Exhibit B hereto.
4.4. Provision of Trainings
During a Subscription Term, the Customer may book and have access to Trainings via Camunda Academy as described in Exhibit C. Trainings are not renewing together with the Subscription.
4.5. Restrictions on Services
Support and Maintenance Services and Recurring Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested, approved and monitored by the Customer. Access to the Customer's information system resources and networks shall not include in cases of SaaS, accessing a Camunda-hosted cluster.
4.6 Exclusion of other Services
Except to the extent expressly set forth in this Agreement or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Exhibit A) outside the Permitted Usage or the agreed upon SLA module or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
5. Fee
5.1 Payments
Customer will pay all Fees annually in advance or as set forth in the Order Form. Customer's obligation to pay for the Subscription arises on the Start Date. Customer agrees to pay Camunda the Fees as set forth in the Order Form within thirty (30) days of Customer’s receipt of Camunda’s invoice (the “Payment Due Date”). Any amounts which are overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. All payments accrued or made under this Agreement are non-cancellable and non-refundable, except as otherwise expressly set forth in this Agreement. All amounts payable to Camunda under this Agreement shall be paid by Customer in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
5.3 Prices
Camunda reserves the right to change its Fees for an ongoing Subscription; however, any changes Camunda makes will not apply to the Customer with respect to any contractually agreed Minimum Term.
5.4 Payment through a Paying Agent
The Parties agree that Customer may pay the Fees through a Third Party (“Paying Agent”) provided that Customer takes full responsibility for all acts or omissions of its Paying Agent. Where Customer pays the Fees through a Paying Agent, the Customer will conclude an Order Form with Camunda whereby the Order Form shows the Paying Agent as the "Bill to" party. Camunda will not be responsible for the obligations between any Paying Agent and Customer or for any Third-Party products or services furnished to Customer by the Paying Agent.
6. Confidential Information
6.1 Definition
“Confidential Information” means any information materials owned or possessed by the disclosing Party or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
6.2 Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Receiving Party about Receiving Party’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement..
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
6.3 Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
6.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
7. Data Protection
Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Both Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
8. Infringement
8.1. Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs payable by Customer in any such infringement Claim either (i) awarded against Customer by a court of competent jurisdiction in an enforceable decision or (ii) settled with the consent of Camunda. For purposes of this indemnification section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software to the extent licensed under this Agreement or copyrighted to Camunda infringes (a) a copyright or trade secret or (b) patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
8.2. Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of this Agreement; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a substantial loss of functionality.
8.3. Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not making statements or acknowledgements against Camunda’s interest even if the Customer discontinues use of the software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
8.4. Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and terminate this Agreement and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
9. Warranty
9.1. Performance
Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it; (ii) it will comply with all applicable laws in connection with its performance under this Agreement; and (iii) the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
9.2. Services Warranty
Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate the Subscription, whereby Camunda refunds to Customer any prepaid and now unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
9.3. Limitation of Warranties
Camunda’s warranty provided in 9.2 (ii) will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software is altered, except by or on behalf of Camunda; (iii) the Software is not used or operated in accordance with this Agreement and/or the Documentation, including without limitation, system specifications.
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
10. Liability
10.1. Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
10.2. Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. THE FOREGOING LIMITATIONS WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES) ABOVE.
10.3. Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
11. Termination
Any notice of termination must be in writing and must be given by a person authorised to terminate the Agreement and/or Subscription.
11.1. Term of the Agreement
The Term of this Agreement and the applicable Order Form defined on the Order Form and commences with the Start Date specified in the Order Form. Thereafter, the Agreement and the Subscription shall automatically renew for successive one (1) year Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the then-current Minimum Term or Renewal Term.
11.2. Termination
Either Party may terminate this Agreement and all associated Subscriptions and Order Forms at any time (i) if the other Party materially breaches this Agreement and such breach has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement, all Subscriptions, and all associated Order Forms for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscriptions existing at the time of termination, which remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer, where, depending on the nature of the breach, it would be unreasonable to expect Camunda to continue to perform under such Subscriptions, Camunda may terminate any Subscriptions existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to any and all Subscriptions that are in force on the termination date of this Agreement until such time as the respective Subscription terminates.
12. Export, Human Rights, and Anti-Corruption
12.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
12.2. Compliance
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
13. Miscellaneous
13.1. Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
13.2. Sub-contracting
Except as provided for in this section, Camunda shall not subcontract all or part of its obligations under this Agreement or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of this Agreement to the contrary, Customer agrees that Services under this Agreement may be provided in whole or in part the signing Camunda entity, its Affiliate and their Representatives without the requirement of prior approval by Customer. In all cases Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of this Agreement and (if applicable) the Order Form, by any such Camunda Affiliate and its Representatives.
13.3. Notices
All notices under this Agreement shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery per legal or regulatory requirement shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party as listed in this Agreement or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) when emailed or personally delivered, the day of delivery if delivered, before 5:00 p.m. in the jurisdiction of the recipient’s registered address, on a business day, otherwise on the next following business day, and (ii) when sent by prepaid certified or registered mail, on the third business day following postage. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
13.4. No Waiver
No failure or delay in exercising any right hereunder, whether on a permanent or temporary basis, will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
13.5. Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
13.6. Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized Representative of each Party.
13.7. Customer Reference
13.7.1. The Customer grants to Camunda, during the term of this Agreement, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
13.7.2. Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
13.7.3. Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
13.8 Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each may be amended in accordance with the amendments section herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
13.9. Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
13.10. Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorised and that the Agreement and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
13.11. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
13.12. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
14. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
15. Regional Terms
15.1. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 11.3 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 5.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
The following sentence is added to Section 6.1 of this Agreement: The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Agreement does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Agreement.
The last sentence of Section 6.2 will be replaced with the following: Without prejudice to any rights, it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement, and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
Section 10.1 - 10.3 of this Agreement will be replaced with the following: Camunda shall be liable without limitation for all losses caused by Camunda in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act. In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
Sections 13.11 and 13.12 are deleted.
15.2. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
Sections 13.11 and 13.12 are are replaced with : 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda as part of the applicable SLA module and specified on the applicable Order Form.
Support and Maintenance Services are part of, and renewing together with, a Subscription.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall promptly inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Exhibit A).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to this Agreement.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section 3.
4. Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services or Expert on Demand in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Agreement, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA module agreed upon with the Customer and identified in the applicable Order Form (Standard SLA or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Support Hours
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Exhibit B “Consulting Services”
Terms not defined in this Exhibit shall have the same meaning set forth in the Agreement. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Consulting Services hereunder.
Consulting Services provided by Camunda to the Customer consist of Recurring Consulting Services and Non-Recurring Consulting Services. Subject to Customer's compliance with the terms of this Agreement (and, in particular, the timely payment of all applicable Fees), Customer shall receive Consulting Services provided by Camunda in accordance with the terms set forth in this Exhibit.
Recurring Consulting Services
Recurring Consulting Services are Consulting Services provided by Camunda to the Customer on an ongoing basis over the Subscription Term and are, therefore, renewing together with a Subscription during any Renewal Term. Recurring Consulting Services include the following subcategories of Services: (i) Remote Consulting Services and (ii) Technical Account Management.
Remote Consulting Services
Remote Consulting Services are Consulting Services provided to Customer hereunder which do not fall within the scope of Support and Maintenance Services. In particular, these include ongoing assistance to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
The Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Any additional hours of Remote Consulting Services that the Customer may want to purchase on top of the annual quota of Remote Consulting Services included in a Subscription will be deemed a non-recurring service offering provided by Camunda as Expert on Demand in accordance with Section 2.1 below.
Technical Account Management (TAM)
Technical Account Management (TAM) is a Consulting Service the purpose of which is to pro-actively plan and enable or, as applicable, maximize the technical success of the Customer.
Camunda shall make available to the Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
technical kick-off session;
technical enablement planning;
quarterly or on-demand technical check-in calls;
yearly or on-demand health check workshops;
constant availability of TAM for technical advice, guidance and recommendations;
planning / scoping of technical expert knowledge sessions with Camunda consultants;
active tracking of support requests.
The Customer may order TAM with the same Order Form as the Subscription or via a Subscription Upgrade.
In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of TAM against the Customer’s specific needs and current Subscription(s).
Non-Recurring Consulting Services
Non-Recurring Consulting Services are Consulting Services that may be purchased by the Customer on a one-off basis. These Services are not renewing together with a Subscription during any Renewal Term. Notwithstanding such fact, the Customer may order Non-Recurring Consulting Services with the same Order Form as a Subscription, via a Subscription Upgrade or via a separate quote.
Camunda currently offers the following Services as Non-Recurring Consulting Services:
Expert on Demand (EOD)
If the Customer, depending on their specific needs, is interested in purchasing additional hours of Remote Consulting Services on top of the annual quota of Remote Consulting Services included in a Subscription, they may do so via Expert on Demand (EOD). The Fees for the additional hours of Remote Consulting Services purchased by the Customer through EOD will be invoiced by Camunda on an hourly-rate basis.
Project Success Acceleration (PSA)
Project Success Acceleration (PSA) is a Non-Recurring Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda. Camunda shall assess together with the Customer the suitability of PSA against the Customer’s specific needs and current Subscription(s).
Migration Acceleration (MA)
Migration Acceleration (MA) is a set of Consulting Services designed to speed up the transition of Camunda customers from older Major Releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored support to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
Exhibit C“Trainings”
1. Definitions
Capitalized terms used but not defined in this Exhibit shall have the meaning ascribed to them in the Agreement.
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen their knowledge of the topics addressed by such Trainings.
Trainings means On-Demand Trainings and Instructor Led-Trainings (as defined below) provided by Camunda via Camunda Academy.
2. Provision of Trainings
2.1. During a Subscription Term, the Customer may register for, and have access to, certain Trainings provided by Camunda via Camunda Academy. The Camunda Academy online terms and conditions available under Camunda Academy will govern Customer’s access to and use of Camunda Academy.
2.2. Trainings are optional for the Customer and are not renewing together with a Subscription. Customer may order Trainings with the same Order Form as the Subscription, via a Subscription Upgrade or via a separate quote. By signing an Order Form or quote that references the Agreement, Customer may purchase Trainings as specified in such Order Form or quote.
3. Types of Trainings provided by Camunda. Delivery and Performance of Trainings.
3.1. Camunda offers two types of Trainings to Customers via Camunda Academy:
3.1.1. On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
3.1.2. Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy. Instructor-Led Trainings have either a public classroom format (which provides the ability for customers to enrol on a public schedule of training courses) or a private classroom format (which provides the ability for customers to enrol on private courses, customized to the specific needs of the respective customers).
3.2. All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.3. Trainings can be free of charge or paid.
3.4. Trainings do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support or the provision of other Camunda products or services.
4. Fee
Customer will pay the Fees for the paid Trainings in advance or as set forth in the Order Form or quote. Customer's obligation to pay for the Trainings arises after receipt of an invoice, even if the date of invoicing is prior to the date when the Trainings will be provided.
Exhibit D “Camunda SaaS Enterprise”
The following Exhibit applies to all Camunda SaaS Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Section 9 (Availability Targets and Availability Service Credits) of this Exhibit.
Cluster means a deployment of Automation Components for Camunda SaaS Enterprise.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
suspension of Customer’s use of Camunda SaaS Enterprise in accordance with this Agreement;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in the Master Subscription Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fees for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1. In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to promptly notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section terms of the Master Subscription Agreement and it’s Exhibits, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2. During the Subscription Term, and subject to Customer's compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3. From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, beta limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1. Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of Camunda SaaS Enterprise by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda SaaS Enterprise to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
4. Availability and Maintenance Work
4.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Exhibit. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (New Versions) of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
9.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of Camunda SaaS Enterprise within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Cluster which uses an Alpha Version or Alpha Offering of Camunda SaaS Enterprise, or to Components within Clusters which use a Version of Camunda SaaS Enterprise for which Support and Maintenance Services are no longer supported (as specified in Section 2 of Exhibit A of this Master Subscription Agreement). If the Monthly Uptime Percentage for Camunda SaaS Enterprise Core Components within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with this Exhibit, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
9.2. Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
9.3. Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice related to this Subscription. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Exhibit E “Camunda Self-Managed Enterprise"
The following Exhibit applies to all Camunda Self-Managed Enterprise Subscriptions. In case of a conflict between this Exhibit and any other clause of the Agreement, the terms of this Exhibit will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the license key to the Software which the Customer will be able to access electronically under https://docs.camunda.io. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. In such case, the Software shall be deemed delivered on the first day of the then-current Renewal Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1. License Grant
Subject to Customer’s material compliance with the terms and conditions of this Agreement, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of this Agreement solely in the context of performing services on behalf of Customer and subject to all of the restrictions of this Agreement (including but not limited to the license restrictions found in this Agreement, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the license key, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service (SaaS) offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in this Agreement, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with this Agreement or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3. License Grant to Public Software
The licensed rights in any Public Software or Third-Party Public Software included in the Software are determined by the applicable Public Software or Third-Party Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software or Third-Party Software licence. Despite the foregoing, no Public Software or Third-Party Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under this Agreement. Any Third-Party Public Software or Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software or Third-Party Public Software licenses included in the Software.
3. Reporting
3.1. Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU than the number of DI, PI or TU for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users. At the end of each Subscription year, Customer will count the number of DI, PI or TU and report the number within twenty-one (21) days to Camunda via email. In case of a Dual-Use Subscription, Customer will only count the number of PI, DI or TU used as part of Camunda Self-Managed Enterprise, which will be combined with the usage for Camunda SaaS Enterprise.
3.2. Auditing
For the term of this Agreement and for a period of one (1) year after termination or expiration of the Agreement and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions and payment terms of this Agreement. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3. Telemetry Data
For the purpose of this section Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Camunda Partner Agreement
Version
Effective September 21st 2026
Download
Table of Contents
Read-only reference copy. The version of the Partner Agreement published on this page is made available so that prospective and current Partners can review its terms in advance. It does not itself constitute or evidence acceptance of the Agreement. As set out in the Acceptance of Terms section below, this Agreement only becomes legally binding when you click "Accept" (or a similar acknowledgment) during registration in the Camunda Connect Partner Portal at partnerportal.camunda.com. If you have not completed that registration step, you are not currently bound by these terms.
Acceptance of Terms
THIS PARTNER AGREEMENT (THIS “AGREEMENT”) GOVERNS THE RELATIONSHIP BETWEEN YOU AS A CAMUNDA PARTNER (“PARTNER”, “YOU”, “YOUR” AS IDENTIFIED IN THE ONLINE REGISTRATION FLOW OR APPLICABLE PARTNER ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 16.9 (“CAMUNDA”, “WE”, “US”, “OUR”) IN CONNECTION WITH YOUR PARTICIPATION IN THE CAMUNDA PARTNER PROGRAM (THE CAMUNDA CONNECT PARTNER PORTAL OR “PARTNER PORTAL” IS CURRENTLY LOCATED AT https://partnerportal.camunda.com/).
BY CLICKING “ACCEPT” OR SIMILAR ONLINE ACKNOWLEDGMENT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH SUPERSEDES AND REPLACES ANY PRIOR OR EXISTING PARTNER AGREEMENT BETWEEN YOU AND CAMUNDA RELATING TO THE SAME SUBJECT MATTER AS OF THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
CAMUNDA AND PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Camunda Academy means the online learning platform of Camunda which enables the Partner to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda SaaS Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda Enterprise software hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1 provided by Camunda in accordance with the terms set forth therein.
Contractor means any Third Party that is performing IT services on Partner’s or Customer´s behalf.
Customer means:(a) in the case of the Partner referring a Third Party to Camunda under this Agreement, the Third Party that contracts directly with Camunda to purchase a subscription for the use of the Software and receipt of Support and Maintenance Services and/or, as applicable, Consulting Services and Trainings; (b) in the case of the Partner purchasing a Reseller Subscription from Camunda under Exhibit 1 hereto, the Third Party to which the Partner resells a Reseller Subscription or Consulting Services and Trainings.
Documentation means guidelines, instructions, and recommended actions for all components of the Software available at https://docs.camunda.io/ or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Partner, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Success Center, Camunda Academy, Trainings and any other Camunda products.
Managed Services means the ongoing management, monitoring, support and, if applicable, hosting, by the Partner, of the Customer’s IT infrastructure, software and applications environment, including the Software or any Solution Package that embeds the Software, and the provision of related system administration, performance monitoring, incident resolution, security management, software updates, backup and disaster recovery, and other support and maintenance activities.
Managed Services Provider means the Partner in its capacity as a provider of Managed Services.
Minimum Terms means the online terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller as stated in Exhibit 1 (Reseller Subscription) hereto, which outlines the terms and conditions under which a Customer may obtain the right to use the Software and receive the Services as part of a Reseller Subscription purchased from the Partner.
Order Form means the ordering document pursuant to which Partner may purchase from Camunda a Subscription and/or any Services under the terms of the relevant Exhibit to this Agreement.
Partner Portal means the Camunda Connect Partner Portal available at https://partnerportal.camunda.com/, which enables Camunda’s partners to have access to Camunda’s sales and product resources and tools, product training information (including certification testing) as well as to other resources that are relevant for a partnership between Camunda and Partner.
Partner Program means Camunda Connect, which is Camunda’s partner program providing expanded support for partners that may implement Camunda’s Software, promote and/or sell the Software.
Partner Program Guide means the Camunda Connect Partner Program Guide, as updated by Camunda from time to time at its discretion, which outlines the Partner Program, and the related framework, requirements and benefits for Camunda’s partners. The then-current applicable version of the Partner Program Guide is made available on Camunda’s Partner Portal.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt) or the bmpn.io license (https://bpmn.io/license/). Public Software provided under this Agreement may include Third-Party Public Software.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Reseller Subscription means a Subscription purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of Exhibit 1 (Reseller Subscription) hereto, and as set out in the relevant Order Form. A Reseller Subscription enables the Customer to use the Software and receive Support and Maintenance Services (as defined in Exhibit 1 hereto) from Camunda during the term of the Subscription, always subject to strict compliance with the Minimum Terms.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be purchased by the Partner from Camunda pursuant to the terms of Exhibit 1, and as set out in the relevant Order Form.
Software means the software components that are part of Camunda Enterprise, provided or made accessible by Camunda to Partner or to Customer (via the Partner) under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Partner for its Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation. The Solution Package shall be promoted, offered and/or distributed only as a single product and only for a single combined price, where the Software is capable of being used only in conjunction with the Solution Package. Additionally, the Solution Package must have a single installation routine or be accessible in a single hosted environment.
Support and Maintenance Services means the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1. Support and Maintenance Services are provided by Camunda as part of a Subscription.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings defined in Exhibit 1 (Reseller Subscription) hereto and provided by Camunda in accordance with the terms set forth therein.
2. SubjectMatter
2.1. This Agreement sets forth the contractual framework for a partnership between the Parties whose purpose is (i) to drive a mutually beneficial go-to-market plan that supports the development of Partner skills, pipeline development and joint revenue and/or (ii) the sale by Camunda and purchase by Partner of Reseller Subscriptions through the conclusion of Order Forms.
2.2. The Parties agree that Partner Affiliates wishing to actively participate in the Camunda Partner Program in their respective jurisdiction must enter into a separate Partner Agreement with the relevant Camunda entity.
2.3 This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Partner through Order Forms. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Both parties may agree on Upgrade Order Forms to purchase upgrades or additional services. If Customer exceeds Permitted Usage, Partner must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Partner are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
3. Cooperation and Reporting
3.1. Camunda will make resources available to Partner on a self‑service basis via the Camunda Partner Portal to support Partner’s pre‑sales and sales activities with potential Customers. To offer the best possible solutions to potential Customers, Partner will use the self‑service resources available on the Partner Portal.
3.2. The Partner will provide a written quarterly report to inform Camunda about all current and planned projects of potential Customers related to Camunda Enterprise. This report includes the name of all potential Customers, the specific use cases and any other information related to Camunda Enterprise (subject, however, to applicable confidentiality undertakings binding the Partner). The Partner shall provide the first report with the execution of this Agreement for all current projects.
4. Marketing Plans
The scope and availability of joint marketing activities under this Agreement are contingent upon the Partner’s Tier level, as outlined in the Partner Program Guide. Subject to the Partner’s applicable Tier entitlements, the Parties may collaborate in good faith to outline a joint marketing plan during the term of this Agreement. This plan may cover mutually agreed funding for marketing activities such as press releases, user groups, seminars, tradeshows, advertising, collateral, and press or analyst outreach. Examples of potential activities include, without limitation: sponsorship of Camunda‑led events (e.g., CamundaCon), Partner leadership events, co‑hosted webinars, co‑authored whitepapers, introductions to potential Customers, and co‑presentations at tradeshows.
5. Training
Partner will access Camunda training materials and certification exams on demand via the Camunda Academy, where registered partners have unlimited access to the available catalog, as set forth in the Partner Program Guide. The structure and content of such training may change from time to time at Camunda’s discretion. Camunda offers certification testing and encourages Partner to obtain certified accreditations upon completion of product training. Certification is in principle free of charge, though pricing and related costs may change in the future. Once Partner has the requisite number of trained and certified employees, Camunda will grant the corresponding certified partner designation and logo usage rights, in accordance with the Partner Program Guide. Certification renewals, including any validity periods, will follow the then‑current terms in the Partner Program Guide. Notwithstanding the foregoing, Partner may also order customized paid trainings from Camunda via a separate Order Form.
6. Referral Lead
In the event that Partner wants to refer potential Customers to Camunda, where a contractual relationship will be established directly between Camunda and the potential Customer (“Referral Lead”), Partner may submit such Referral Leads to Camunda by completing the appropriate online registration form available on the Partner Portal. Camunda will review each submitted Referral Lead and reserves the right to accept or reject any Referral Lead at its reasonable discretion, taking into account factors such as existing customer relationships, pipeline conflicts, or eligibility criteria. Camunda will notify Partner of its decision within a reasonable timeframe, and its decision on acceptance shall be final.
7. Free Camunda Self-Managed Enterprise License - Partner Sandbox
7.1. The availability of a Partner Sandbox is contingent upon the Partner's Tier level, as outlined in the Partner Program Guide. Subject to the Partner's applicable Tier entitlements, during the term of this Agreement, Camunda may grant to eligible Partners a a free of charge, limited, non-exclusive, non-transferable, non-sublicensable license to use Camunda Self-Managed Enterprise solely for sales demonstration purposes (showcases, prototypes, and similar pre-sales activities.) ("Partner Sandbox"). The Partner Sandbox extends beyond the standard development and testing rights available for certain Camunda Self-Managed Enterprise components, by permitting use for showcases, prototypes, and pre-sales activities. The Partner Sandbox shall not be used for productive purposes. Any customer-facing use, including offering the Partner Sandbox as part of a Solution Package or providing related services to customers, is subject to Section 7.4 “Free Packages” below. Any other use, including productive use for internal processes, requires a separate written agreement.
7.2. Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of Camunda Self-Managed Enterprise, except as permitted by law; (ii) modify or copy any part of Camunda Self-Managed Enterprise; (iii) use Camunda Self-Managed Enterprise for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend Camunda Self-Managed Enterprise as such or as part of a Solution Package to any Third Party; (v) circumvent any restrictions on use of Camunda Self-Managed Enterprise, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) use Camunda Self-Managed Enterprise other than in accordance with this Agreement or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation);
(vii) use Camunda Self-Managed Enterprise in order to create a product or service that competes with Camunda´s general offering in the market or provide the Software to an Affiliate or a Third Party in order to do so; and (viii) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed on exceptions to this prohibition.
For the avoidance of doubt, the restrictions set out in this Section 7.2 apply to all licenses granted under this Section 7, including the Partner Sandbox.
7.3. Where a Partner Sandbox is granted pursuant to Section 7.1, Camunda shall provide the Free License to Partner in object code only; no physical format shall be delivered. Promptly after execution of this Agreement, Camunda will provide the Partner with the license key to the Software, which the Partner will be able to access electronically under https://docs.camunda.io.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software license. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted under this Agreement. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Partner shall be responsible for its compliance with all Public Software licenses included in the Software.
7.4 Free Packages - The Parties agree that the primary objective should be to promote and sell a Subscription to use Camunda Enterprise and receive related services to potential Customers and that any offer in connection with the Camunda Enterprise - Community or any other free packaging of Camunda Enterprise (together, the “Free Packages”) according to this Section is an exceptional case. Only with Camunda's prior written consent can the Partner offer Solution Packages based on the Free Packages or provide services related to the Free Packages to its customers. Services related to the Free Packages shall include, without limitation, customization, programming, support and maintenance of the customer´s platform, integration, development of software programs, support of customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of defects which Partner provides for a customer in connection with the Free Packages. This requires that the Partner informs Camunda in advance that it wants to either offer Solution Packages based on the Free Packages or provide services related to them. In this notice, the Partner must describe the specific use case for the Solution Package and outline why the Free Packages must be used or why the customer only needs services related to the Free Packages. Compliance with this Section is a material obligation of Partner under this Agreement. Any breach of this Section, including but not limited to promoting or offering Free Packages without Camunda's prior written consent, may result in immediate termination of Partner's participation in the Camunda Partner Program. Upon such termination, all reseller entitlements granted to Partner shall be automatically revoked, and any existing Reseller Subscriptions managed by Partner shall revert to Camunda with immediate effect.
8. Intellectual Property Ownership
Each Party retains all rights, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. If Partner provides Feedback, Partner grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Partner waives all rights in any results or derivative works arising from Camunda's use of Feedback.
9. Artificial Intelligence
9.1 Usage Guidelines
Where Partner uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
9.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Partner shall not deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use and shall ensure, through the Minimum Terms or Product Purchase Agreement, that Customers do not deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Partner’s or Customer's actions cause the AI Services to constitute a Prohibited AI Use, Partner or the relevant Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
9.3 AI Data and Output Rights
Partner or Customer, acting through Partner, grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. Partner undertakes to ensure, through the Minimum Terms or Product Purchase Agreement, that each Customer grants the foregoing licence. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants and Partner shall ensure through the Minimum Terms or Product Purchase Agreement that Camunda grants, the relevant Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for that Customer's own business purposes, including incorporating it into its products and services and making it available to Affiliates and third parties in the ordinary course of business. For this section, Telemetry Data means technical usage, performance, and operational data collected automatically by the AI Services relating to how the AI Services are accessed and used, excluding Customer Content and Customer Output.
9.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Where Partner itself deploys an AI Agent, Partner is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of that AI Agent within its own environment. Partner warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent it deploys will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent it deploys will be used to perform any Prohibited AI Use. Partner shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent’s operation at any time, and shall maintain documented processes for regular review. In respect of Customers deploying AI Agents, Partner shall ensure, through the Minimum Terms or Product Purchase Agreement, that each such Customer assumes equivalent obligations in relation to AI Agents deployed within its own environment. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
9.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Partner shall indemnify, defend and hold harmless Camunda and its Affiliates against any third-party claims, losses, damages, costs (including reasonable legal fees), contractual penalties, and administrative or judicial fines to the extent arising from or attributable to: (i) Partner’s own use or deployment of the AI Services in breach of this Agreement; or (ii) Partner’s failure to ensure that Customers comply with the obligations required to be passed through under this Section 8 and the Minimum Terms. Partner shall furthermore ensure, through the Minimum Terms or Product Purchase Agreement, that each Customer is bound to an obligation to indemnify Camunda (or, at Camunda’s election, Partner) against third-party claims, contractual penalties and administrative or judicial fines attributable to that Customer’s use of the AI Services
10. Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY. WARRANTIES OWED TO CUSTOMERS ARE GOVERNED EXCLUSIVELY BY THE MINIMUM TERMS.
11. Confidential Information
11.1 Obligations
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial
information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.
11.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
11.3 No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
12. Data Protection
12.1 Each Party will comply with the data protection and privacy laws applicable to its role under this Agreement, including, where applicable, the GDPR and California privacy laws such as the CCPA and CPRA. The Parties do not intend to share Personal Data under this Agreement other than limited business contact details reasonably needed to set up, manage and support the Parties’ relationship and any user or administrator accounts. The collection and use of Personal Data by Camunda in connection with the administration of the Partner Program will be governed by Camunda’s Privacy Policy.
12.2 If either Party intends to share additional Personal Data with the other Party to be processed on its behalf in connection with this Agreement, it will notify the other Party in advance and the Parties will cooperate in good faith to determine whether a data processing agreement is required under applicable law. If a data processing agreement is required, the Parties will put one in place based on Camunda’s form available at https://legal.camunda.com/dpa, before that processing begins. In any such case, Camunda will maintain reasonable and appropriate technical and organizational measures designed to protect the security and confidentiality of the Personal Data, taking into account the nature of the Personal Data and the risks of the processing.
13. Liability
13.1. Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF PARTNER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
13.2. Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 EUR (OR EQUIVALENT AMOUNT IN USD).
13.3. Applicability
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 EUR (OR EQUIVALENT AMOUNT IN USD).
14. Fee and Payment
Partner shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Partner's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Partner will provide Camunda with reasonable supporting documentation. If Partner fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed.
15. Term and Termination
15.1 Term of Agreement
The term of this Agreement is 1 year. After the initial term, the Agreement shall be automatically renewed by one year at a time unless terminated by either Party in writing at the end of the respective term by giving three (3) months' prior written notice.
15.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other Party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
15.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching Party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
16. Miscellaneous
16.1 Assignment; Sub-contracting
Camunda may assign this Agreement or any Order Form without Partner's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
16.2 Export, Human Rights, Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any Sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of Sanctions or cause the other Party to violate Sanctions.
16.3 Notices
Notices shall be sent by email at customer-success@camunda.com and to Partner at the email address stated in the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party).
16.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
16.5 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties’ entire agreement and supersedes all prior communications. In case of conflict between the documents governing the relationship between the Parties, the following order of precedence shall apply: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including its Exhibits and amendments; then (iii) the Partner Program Guide. For the avoidance of doubt, the Partner Program Guide is operational guidance only and shall not be construed to modify, limit or derogate from any right or obligation expressly set out in this Agreement or any Order Form. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
16.6 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
16.7 Independence
Each Party remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties.
Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
16.8 Reference
Each Party may use the other Party’s name, logo, and brand in print or digital marketing materials solely to describe the partnership and in compliance with the other Party’s brand guidelines. Any testimonial, press release, or case study requires the other Party’s prior written approval before publication.
Neither Party may use the other Party’s name, logo, or brand in any misleading, derogatory, or harmful manner, including to promote competing products or services. On written notice of actual or suspected misuse, the infringing Party must cease the use within five business days and take reasonable steps to remedy any resulting harm.
16.9 Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Partner is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Partner Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States
federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
Regional Terms for Germany, Austria and Switzerland
Section 13.1-13.3 above (Liability) of this Agreement is deleted in its entirety and replaced with the following:
13.1 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
In no event will the total liability of Camunda and its Affiliates in connection with the Agreement exceed the greater of (i) the total amount of fees paid by the Partner for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
13.2 Limitations
The limitation of liability set out in Section 13.1 above shall not apply to: (i) damages caused negligently or intentionally in connection with the death or injury of persons, (ii) intent or gross negligence, (ii) the infringement of the other Party's intellectual property rights, (iv) payment obligations under this Agreement or (vi) liability under the Product Liability Act.
13.3 Strict Liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch).
13.4 Statute of Limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
Regional Terms for the USA, Canada and Mexico
The following sections 16.10-16.11 are added to this Agreement:
16.10 High Risk Activities
The Software is not designed or intended for use or resale in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems (“High Risk Activities”). Camunda disclaims any warranty of fitness for High Risk Activities.
16.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
Exhibit 1: Reseller Subscription
Depending on the Partner’s specific business needs, the Reseller Exhibit may be effectively applicable to the Partner Agreement or not.
1. Definitions
Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement and, as applicable, in the Minimum Terms.
Fees means the recurring annual fees that Partner owes to Camunda for the purchase of a Reseller Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Permitted Usage means, for the purpose of this Exhibit, the extent to which Camunda grants, under a Reseller Subscription, licensed rights to Customer in and to the Software and for which Customer is entitled to receive Services. The Permitted Usage is specified in the applicable Order Form and consists of PI, Tenants and/or STP Tenants.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. PI are part of the Permitted Usage.
Services means, collectively, Support and Maintenance Services and any Consulting Services or Trainings that may be purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of this Exhibit and as set out in the relevant Order Form.
Support Contact means, for the purpose of this Exhibit, those Customer-designated employees who act as the primary interface between Customer and Camunda’s technical support team and have the right to open support tickets via Camunda’s support ticketing system. A more detailed definition of this term is provided in the Minimum Terms.
Support and Maintenance Services means, for the purposes of this Exhibit, the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined therein. Support and Maintenance Services are provided by Camunda as part of a Subscription
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are part of the Permitted Usage and may be purchased separately as Subscription Upgrades.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
2. Subject Matter
2.1. This Exhibit sets forth the terms and conditions with regard to the sale by Camunda and purchase by the Partner of a Reseller Subscription as well as, if applicable, Consulting Services and Trainings, through the conclusion of Order Forms.
2.2. The Parties shall document in an Order Form any agreed terms for the provision of a Reseller Subscription and, if applicable, for the provision of Consulting Services and Trainings, in which case such Order Form shall become legally binding and effective from the Start Date and the terms of the Agreement (including this Exhibit) shall be incorporated by reference into such Order Form, save to the extent that they are expressly excluded or modified in such Order Form.
2.3. Affiliates of the Partner can purchase from Camunda (or its relevant Affiliates) a Reseller Subscription and/or Consulting Services and Trainings under the terms and conditions of this Agreement by concluding an Order Form with Camunda (or its relevant Affiliates) and thereby expressly accepting these terms and conditions. In any such case, for the purpose of the relevant Order Form, the respective Partner Affiliate shall be regarded as the "Partner" and, if applicable, the Camunda Affiliate shall be regarded as “Camunda” within the meaning of this Agreement, and this Agreement – insofar as it refers to such Order Form – shall be regarded as a bilateral agreement between Camunda (or the relevant Camunda Affiliate), on the one hand and the Partner Affiliate, on the other.
3. Reseller Subscription
3.1. Purchase of a Reseller Subscription
By signing an Order Form with a Qualified Lead that references this Agreement, Partner purchases a Reseller Subscription as specified in such Order Form and as set forth in this Exhibit. Through the same Order Form as the Reseller Subscription or through a separate Order Form, the Partner may also purchase Consulting Services and Trainings.
3.2. Subscription Upgrades
Partner may at any time request that Camunda provides an Order Form (“Upgrade Order Form”) allowing the Partner (on behalf of the Customer) to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (if applicable), upgrade to a higher Customer Success Plan, additional Support Contacts, and others (“Subscription Upgrades”). In case of increased Permitted Usage, upon execution of such Upgrade Order Form, Camunda will provide the Partner with an invoice for the new Fees less the Fees already paid for the current Subscription Term. If the Permitted Usage purchased under a Reseller Subscription is exceeded by the Customer ("Excess Usage"), Camunda shall invoice the Partner for such Excess Usage and move the Customer to the proper tier upon the next renewal of the Reseller Subscription. In case of other Subscription Upgrades, Camunda will invoice the Partner with the applicable Fees as pro-rated for the remaining time of the Subscription Term.
4. License Grant and License Restrictions
4.1. License Grant
Camunda grants the Partner a non-exclusive, non-transferable license to sell to the Customer (a) the rights of use to the Software and (b) the Services, pursuant to the Minimum Terms and the Permitted Usage. The Partner shall expressly not be permitted to use the Software for his own business purposes.
4.2. License restrictions
Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend the Software to any Third Party that is not the Customer; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed in writing on exceptions to this prohibition, or (vii) otherwise use the Software for his own business purposes.
5. Fee
5.1. Payments
During the term of the Agreement, the Partner may purchase Reseller Subscriptions, as well as Consulting Services and Trainings, by concluding Order Forms. Partner will pay the Fees annually in advance as set forth in the Order Form. Partner's obligation to pay for a Reseller Subscription arises, in case of a Camunda Self-Managed Enterprise Subscription, on the date of delivery of the Software to the Customer in accordance with Schedule 2 to the Minimum Terms (Camunda Self-Managed Enterprise) and, in case of a Camunda SaaS Enterprise Subscription, on the date when the Customer has created a Camunda SaaS Enterprise account pursuant to Schedule 3 to the Minimum Terms (Camunda SaaS Enterprise).
5.2. Price increase
The Fees payable by Partner for each Reseller Subscription will be set out in the applicable Order Form. Camunda reserves the right to increase the Fees for a Reseller Subscription and to apply automatic fee increases where expressly stated in the applicable Order Form; however, any such price increase will not apply to the Partner with respect to any then-current contractually agreed Minimum Term, except to the extent expressly provided for in the applicable Order Form (including, for example, pursuant to an annual fee adjustment or similar uplift).
6. Application of Availability Service Credits in connection with Camunda SaaS Enterprise Subscriptions
If pursuant to Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms, Camunda receives an Availability Service Credit request from the Customer and confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the applicable Availability Target, then Camunda shall notify the Partner about such fact and shall apply the Availability Service Credit against the next invoice issued to the Partner related to the relevant Camunda SaaS Enterprise Subscription. For the avoidance of any doubt, Camunda’s obligation to provide Availability Service Credits applies only in connection to a Camunda SaaS Enterprise Subscription, and is subject to the conditions set forth in Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms.
7. Subscription Term
The Minimum Term and Start Date of each Reseller Subscription are specified in each Order Form. After the Minimum Term, the Reseller Subscription shall automatically renew for successive one (1) year terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the Subscription Term.
8. Lead Registration
Partners can register opportunities for the following two situations:
(a) a Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages; and
(b) a Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
Partner must register all leads by submitting relevant information concerning the lead via the Camunda Partner Portal. If the lead is accepted by Camunda it will become a “Qualified Lead”. After providing a lead in the Camunda Partner Portal, the Partner will receive a notification of receipt. Camunda will accept or deny the provided lead in writing (via email) within a reasonable timeframe (no later than ten (10) business days) of Partner submitting the lead to Camunda. It’s in Camunda’s sole discretion whether a lead is accepted or denied. A denial can be based on the (non-exhaustive) following reasons:
The lead is already a Camunda customer; or
Camunda already started sales communications with the lead; or
Another Camunda reseller or partner already provided the lead.
If the Partner does not receive an acceptance or denial, the lead will be deemed rejected by Camunda. Accepted leads become Qualified Leads which are tied to the Partner for a period of three (3) months from the date of acceptance by Camunda. Camunda may extend the Protection Period for another consecutive three (3)-month period upon Partner's written request, provided Partner demonstrates active pursuit of the Qualified Lead, including evidence of ongoing engagement such as meetings, proposals or proof-of-concept activity. During this period, Camunda will not directly sell the Software or knowingly engage another reseller or partner to sell the Software to a Qualified Lead registered to Partner. Exceptionally, Camunda may directly contract with the Qualified Lead or engage another reseller or partner if this is reasonably requested by the Qualified Lead.
9. Discounts
9.1. Standard Discount
The Partner will receive a one-off discount on the annual Fee for the first Year of a Subscription, as specified in the relevant Order Form for a new Reseller Subscription (“Standard Discount”). The percentage rate of the Standard Discount is based on the Partner's current tier status and is specified in the Partner Program Guide.
9.2. Renewal Discount and Upgrade Discount
For the renewal of a Reseller Subscription (each year following the first year of a Reseller Subscription), Partner shall receive a renewal discount at a percentage rate determined by the Partner's current tier status as outlined in the Partner Program Guide and applied to the annual Fee specified in the relevant Order Form (“Renewal Discount”). For Subscription Upgrades associated with a Reseller Subscription, Partner shall receive an upgrade discount at a percentage rate based on the Partner's current tier status as outlined in the Partner Program Guide and applied to the increased portion of the annual Fee for the Subscription Upgrade related to the corresponding Order Form (“Upgrade Discount”). If the Fee for the Subscription Upgrade is only invoiced on a pro rata basis for a current Subscription Term, the Upgrade Discount will also be calculated on the basis of this pro-rated Fee for the Subscription Upgrade. In the unlikely event that a Subscription Upgrade does not result in an increase in the Fees, no Upgrade Discount will be provided to the Partner.
9.3. Application of Discounts
The Standard Discount, Renewal Discount and Upgrade Discount (collectively, the “Reseller Discounts”) are granted as part of the relevant Order Form and each of these Reseller Discounts is applied directly against the relevant annual Fee for a Reseller Subscription.
9.4. Changes to Reseller Discounts
The Reseller Discounts are based on the Partner’s current tier status, which is determined pursuant to the tiering program set forth in the Partner Program Guide. The Partner acknowledges and agrees that the percentage rates of the Reseller Discounts may change, particularly if the Partner's tier status changes in the future. In such cases, the updated Reseller Discounts applicable to the Partner will be those specified in the Partner Program Guide or otherwise communicated to Partner by Camunda. It is hereby understood and agreed by the Parties that changes to the applicable Reseller Discounts do not require an amendment to this Agreement.
Partner Resell Entitlements
The Partner Resell Entitlements apply based on the Partner’s tier status, as further described in the Partner Program Guide. Referral fees and reseller discounts are mutually exclusive compensation models: for any single opportunity, a Partner receives either the referral fee or the reseller discount, but not both. Entitlements are subject to change upon thirty (30) days’ prior written notice to Partner, provided, however, that no such change shall reduce the Reseller Discounts or other entitlements applicable to any Order Form during its current Minimum Term.
Partner shall not be entitled to resell, manage, or receive compensation in connection with the renewal of any existing Camunda Subscription where Camunda has already transacted that renewal directly with Customer. For the avoidance of doubt, Camunda reserves the right to retain control of and transact renewals directly with Customers at its sole discretion, and such direct renewals shall not be subject to referral fees or reseller discounts.
10. Price List and Volume Discount
10.1. Price List
The applicable fees for all Reseller Subscriptions concluded on the basis of the Agreement shall be determined by the then-current price list internally approved by Camunda (the “Price List”). Upon Partner’s request, Camunda shall provide to the Partner an Order Form for a Reseller Subscription and/or the then-current Price List. Camunda is entitled to change, adjust or replace the Price List at any time. The Partner undertakes to verify with Camunda whether the latest Price List received in connection with a Reseller Subscription is still applicable for any new Reseller Subscriptions or for any renewals or upgrades of a Reseller Subscription. For accepted Qualified Leads in accordance with the registration process (Lead Registration) of this Exhibit, the Price List valid at the time of submission of the lead by Partner shall be applicable.
10.2. Volume Discount
The Price List sets out the maximum volume discounts that Camunda may grant to Partner off the applicable list price, based on the relevant tier of PI, Tenant and/or STP Tenant purchased by Partner. These volume discounts define the maximum discount applicable to Partner's purchase from Camunda and do not restrict or govern the prices Partner may charge to its Customers. Partner retains full discretion over its end-customer pricing. Any discount from Camunda to Partner exceeding the levels set out in the Price List requires Camunda's prior written consent.
10.3. Discount verification
Camunda shall grant Partner a reseller discount off the applicable list price for each Reseller Subscription, based on Partner's Tier level as set out in the Price List and Partner Program Guide.
Where Partner grants a discount to a Customer that exceeds the reseller discount applied by Camunda, Partner shall bear the difference out of its own margin. Camunda shall not be required to provide any additional discount beyond Partner's applicable Tier-based reseller discount.
11. Minimum Terms
11.1. Unless otherwise specified in this Agreement or any Order Form, the Minimum Terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller state the terms and conditions under which a Customer may obtain the right to use the Software and receive Support and Maintenance Services as part of a Reseller Subscription purchased from the Partner, as well as, if applicable, receive any Consulting Services and Trainings purchased by the Partner for the benefit of the Customer. The Partner therefore acknowledges and agrees that any resale to a Customer of a Reseller Subscription and/or, if applicable, Consulting Services and Trainings shall be solely pursuant to a written contract or, as applicable, an ordering document (such as an order form or purchase order) concluded between the Partner and the Customer which incorporates the link to the Minimum Terms or includes, as an attachment, the hardcopy version of the Minimum Terms (such written agreement or ordering document being further referred to as the “Product Purchase Agreement”). The Customer will be bound to the version of the Minimum Terms available at the time of the execution of the Product Purchase Agreement.
11.2. By signing an Order Form that references this Agreement, Partner purchases a Reseller Subscription and/or, if applicable, Consulting Services and Trainings for resale to the Customer, as detailed in the relevant Order Form
11.3. Partner hereby undertakes to Camunda to incorporate the link to the Minimum Terms in, or attach a hardcopy version of the Minimum Terms to, the Product Purchase Agreement. The Partner shall furthermore ensure that the Product Purchase Agreement reflects the commercial terms agreed upon between the Parties in the Order Form where applicable (e.g. the Start Date of the Subscription). If Partner fails to comply with this obligation, it shall be liable to Camunda for any damage or cost that Camunda has suffered because Camunda did not sell directly to Customer but via the Partner. Partner shall promptly notify Camunda of any violations of the Minimum Terms of which Partner is aware and shall further notify Camunda with respect to the steps Partner has taken, and the steps Partner is planning to take, to stop such violations.
12. Services
Camunda shall provide the Services to the Customer as provided for in the Minimum Terms. Camunda will not provide any Services to Partner.
Effective September 21st 2026 to September 21st 2026
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Read-only reference copy. The version of the Partner Agreement published on this page is made available so that prospective and current Partners can review its terms in advance. It does not itself constitute or evidence acceptance of the Agreement. As set out in the Acceptance of Terms section below, this Agreement only becomes legally binding when you click "Accept" (or a similar acknowledgment) during registration in the Camunda Connect Partner Portal at partnerportal.camunda.com. If you have not completed that registration step, you are not currently bound by these terms.
Acceptance of Terms
THIS PARTNER AGREEMENT (THIS “AGREEMENT”) GOVERNS THE RELATIONSHIP BETWEEN YOU AS A CAMUNDA PARTNER (“PARTNER”, “YOU”, “YOUR” AS IDENTIFIED IN THE ONLINE REGISTRATION FLOW OR APPLICABLE PARTNER ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 16.9 (“CAMUNDA”, “WE”, “US”, “OUR”) IN CONNECTION WITH YOUR PARTICIPATION IN THE CAMUNDA PARTNER PROGRAM (THE CAMUNDA CONNECT PARTNER PORTAL OR “PARTNER PORTAL” IS CURRENTLY LOCATED AT https://partnerportal.camunda.com/).
BY CLICKING “ACCEPT” OR SIMILAR ONLINE ACKNOWLEDGMENT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH SUPERSEDES AND REPLACES ANY PRIOR OR EXISTING PARTNER AGREEMENT BETWEEN YOU AND CAMUNDA RELATING TO THE SAME SUBJECT MATTER AS OF THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
CAMUNDA AND PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Camunda Academy means the online learning platform of Camunda which enables the Partner to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda SaaS Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda Enterprise software hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1 provided by Camunda in accordance with the terms set forth therein.
Contractor means any Third Party that is performing IT services on Partner’s or Customer´s behalf.
Customer means:(a) in the case of the Partner referring a Third Party to Camunda under this Agreement, the Third Party that contracts directly with Camunda to purchase a subscription for the use of the Software and receipt of Support and Maintenance Services and/or, as applicable, Consulting Services and Trainings; (b) in the case of the Partner purchasing a Reseller Subscription from Camunda under Exhibit 1 hereto, the Third Party to which the Partner resells a Reseller Subscription or Consulting Services and Trainings.
Documentation means guidelines, instructions, and recommended actions for all components of the Software available at https://docs.camunda.io/ or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Partner, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Success Center, Camunda Academy, Trainings and any other Camunda products.
Managed Services means the ongoing management, monitoring, support and, if applicable, hosting, by the Partner, of the Customer’s IT infrastructure, software and applications environment, including the Software or any Solution Package that embeds the Software, and the provision of related system administration, performance monitoring, incident resolution, security management, software updates, backup and disaster recovery, and other support and maintenance activities.
Managed Services Provider means the Partner in its capacity as a provider of Managed Services.
Minimum Terms means the online terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller as stated in Exhibit 1 (Reseller Subscription) hereto, which outlines the terms and conditions under which a Customer may obtain the right to use the Software and receive the Services as part of a Reseller Subscription purchased from the Partner.
Order Form means the ordering document pursuant to which Partner may purchase from Camunda a Subscription and/or any Services under the terms of the relevant Exhibit to this Agreement.
Partner Portal means the Camunda Connect Partner Portal available at https://partnerportal.camunda.com/, which enables Camunda’s partners to have access to Camunda’s sales and product resources and tools, product training information (including certification testing) as well as to other resources that are relevant for a partnership between Camunda and Partner.
Partner Program means Camunda Connect, which is Camunda’s partner program providing expanded support for partners that may implement Camunda’s Software, promote and/or sell the Software.
Partner Program Guide means the Camunda Connect Partner Program Guide, as updated by Camunda from time to time at its discretion, which outlines the Partner Program, and the related framework, requirements and benefits for Camunda’s partners. The then-current applicable version of the Partner Program Guide is made available on Camunda’s Partner Portal.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt) or the bmpn.io license (https://bpmn.io/license/). Public Software provided under this Agreement may include Third-Party Public Software.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Reseller Subscription means a Subscription purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of Exhibit 1 (Reseller Subscription) hereto, and as set out in the relevant Order Form. A Reseller Subscription enables the Customer to use the Software and receive Support and Maintenance Services (as defined in Exhibit 1 hereto) from Camunda during the term of the Subscription, always subject to strict compliance with the Minimum Terms.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be purchased by the Partner from Camunda pursuant to the terms of Exhibit 1, and as set out in the relevant Order Form.
Software means the software components that are part of Camunda Enterprise, provided or made accessible by Camunda to Partner or to Customer (via the Partner) under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Partner for its Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation. The Solution Package shall be promoted, offered and/or distributed only as a single product and only for a single combined price, where the Software is capable of being used only in conjunction with the Solution Package. Additionally, the Solution Package must have a single installation routine or be accessible in a single hosted environment.
Support and Maintenance Services means the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1. Support and Maintenance Services are provided by Camunda as part of a Subscription.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings defined in Exhibit 1 (Reseller Subscription) hereto and provided by Camunda in accordance with the terms set forth therein.
2. SubjectMatter
2.1. This Agreement sets forth the contractual framework for a partnership between the Parties whose purpose is (i) to drive a mutually beneficial go-to-market plan that supports the development of Partner skills, pipeline development and joint revenue and/or (ii) the sale by Camunda and purchase by Partner of Reseller Subscriptions through the conclusion of Order Forms.
2.2. The Parties agree that Partner Affiliates wishing to actively participate in the Camunda Partner Program in their respective jurisdiction must enter into a separate Partner Agreement with the relevant Camunda entity.
2.3 This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Partner through Order Forms. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Both parties may agree on Upgrade Order Forms to purchase upgrades or additional services. If Customer exceeds Permitted Usage, Partner must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Partner are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
3. Cooperation and Reporting
3.1. Camunda will make resources available to Partner on a self‑service basis via the Camunda Partner Portal to support Partner’s pre‑sales and sales activities with potential Customers. To offer the best possible solutions to potential Customers, Partner will use the self‑service resources available on the Partner Portal.
3.2. The Partner will provide a written quarterly report to inform Camunda about all current and planned projects of potential Customers related to Camunda Enterprise. This report includes the name of all potential Customers, the specific use cases and any other information related to Camunda Enterprise (subject, however, to applicable confidentiality undertakings binding the Partner). The Partner shall provide the first report with the execution of this Agreement for all current projects.
4. Marketing Plans
The scope and availability of joint marketing activities under this Agreement are contingent upon the Partner’s Tier level, as outlined in the Partner Program Guide. Subject to the Partner’s applicable Tier entitlements, the Parties may collaborate in good faith to outline a joint marketing plan during the term of this Agreement. This plan may cover mutually agreed funding for marketing activities such as press releases, user groups, seminars, tradeshows, advertising, collateral, and press or analyst outreach. Examples of potential activities include, without limitation: sponsorship of Camunda‑led events (e.g., CamundaCon), Partner leadership events, co‑hosted webinars, co‑authored whitepapers, introductions to potential Customers, and co‑presentations at tradeshows.
5. Training
Partner will access Camunda training materials and certification exams on demand via the Camunda Academy, where registered partners have unlimited access to the available catalog, as set forth in the Partner Program Guide. The structure and content of such training may change from time to time at Camunda’s discretion. Camunda offers certification testing and encourages Partner to obtain certified accreditations upon completion of product training. Certification is in principle free of charge, though pricing and related costs may change in the future. Once Partner has the requisite number of trained and certified employees, Camunda will grant the corresponding certified partner designation and logo usage rights, in accordance with the Partner Program Guide. Certification renewals, including any validity periods, will follow the then‑current terms in the Partner Program Guide. Notwithstanding the foregoing, Partner may also order customized paid trainings from Camunda via a separate Order Form.
6. Referral Lead
In the event that Partner wants to refer potential Customers to Camunda, where a contractual relationship will be established directly between Camunda and the potential Customer (“Referral Lead”), Partner may submit such Referral Leads to Camunda by completing the appropriate online registration form available on the Partner Portal. Camunda will review each submitted Referral Lead and reserves the right to accept or reject any Referral Lead at its reasonable discretion, taking into account factors such as existing customer relationships, pipeline conflicts, or eligibility criteria. Camunda will notify Partner of its decision within a reasonable timeframe, and its decision on acceptance shall be final.
7. Free Camunda Self-Managed Enterprise License - Partner Sandbox
7.1. The availability of a Partner Sandbox is contingent upon the Partner's Tier level, as outlined in the Partner Program Guide. Subject to the Partner's applicable Tier entitlements, during the term of this Agreement, Camunda may grant to eligible Partners a a free of charge, limited, non-exclusive, non-transferable, non-sublicensable license to use Camunda Self-Managed Enterprise solely for sales demonstration purposes (showcases, prototypes, and similar pre-sales activities.) ("Partner Sandbox"). The Partner Sandbox extends beyond the standard development and testing rights available for certain Camunda Self-Managed Enterprise components, by permitting use for showcases, prototypes, and pre-sales activities. The Partner Sandbox shall not be used for productive purposes. Any customer-facing use, including offering the Partner Sandbox as part of a Solution Package or providing related services to customers, is subject to Section 7.4 “Free Packages” below. Any other use, including productive use for internal processes, requires a separate written agreement.
7.2. Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of Camunda Self-Managed Enterprise, except as permitted by law; (ii) modify or copy any part of Camunda Self-Managed Enterprise; (iii) use Camunda Self-Managed Enterprise for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend Camunda Self-Managed Enterprise as such or as part of a Solution Package to any Third Party; (v) circumvent any restrictions on use of Camunda Self-Managed Enterprise, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) use Camunda Self-Managed Enterprise other than in accordance with this Agreement or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation);
(vii) use Camunda Self-Managed Enterprise in order to create a product or service that competes with Camunda´s general offering in the market or provide the Software to an Affiliate or a Third Party in order to do so; and (viii) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed on exceptions to this prohibition.
For the avoidance of doubt, the restrictions set out in this Section 7.2 apply to all licenses granted under this Section 7, including the Partner Sandbox.
7.3. Where a Partner Sandbox is granted pursuant to Section 7.1, Camunda shall provide the Free License to Partner in object code only; no physical format shall be delivered. Promptly after execution of this Agreement, Camunda will provide the Partner with the license key to the Software, which the Partner will be able to access electronically under https://docs.camunda.io.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software license. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted under this Agreement. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Partner shall be responsible for its compliance with all Public Software licenses included in the Software.
7.4 Free Packages - The Parties agree that the primary objective should be to promote and sell a Subscription to use Camunda Enterprise and receive related services to potential Customers and that any offer in connection with the Camunda Enterprise - Community or any other free packaging of Camunda Enterprise (together, the “Free Packages”) according to this Section is an exceptional case. Only with Camunda's prior written consent can the Partner offer Solution Packages based on the Free Packages or provide services related to the Free Packages to its customers. Services related to the Free Packages shall include, without limitation, customization, programming, support and maintenance of the customer´s platform, integration, development of software programs, support of customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of defects which Partner provides for a customer in connection with the Free Packages. This requires that the Partner informs Camunda in advance that it wants to either offer Solution Packages based on the Free Packages or provide services related to them. In this notice, the Partner must describe the specific use case for the Solution Package and outline why the Free Packages must be used or why the customer only needs services related to the Free Packages. Compliance with this Section is a material obligation of Partner under this Agreement. Any breach of this Section, including but not limited to promoting or offering Free Packages without Camunda's prior written consent, may result in immediate termination of Partner's participation in the Camunda Partner Program. Upon such termination, all reseller entitlements granted to Partner shall be automatically revoked, and any existing Reseller Subscriptions managed by Partner shall revert to Camunda with immediate effect.
8. Intellectual Property Ownership
Each Party retains all rights, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. If Partner provides Feedback, Partner grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Partner waives all rights in any results or derivative works arising from Camunda's use of Feedback.
9. Artificial Intelligence
9.1 Usage Guidelines
Where Partner uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
9.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Partner shall not deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use and shall ensure, through the Minimum Terms or Product Purchase Agreement, that Customers do not deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Partner’s or Customer's actions cause the AI Services to constitute a Prohibited AI Use, Partner or the relevant Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
9.3 AI Data and Output Rights
Partner or Customer, acting through Partner, grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. Partner undertakes to ensure, through the Minimum Terms or Product Purchase Agreement, that each Customer grants the foregoing licence. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants and Partner shall ensure through the Minimum Terms or Product Purchase Agreement that Camunda grants, the relevant Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for that Customer's own business purposes, including incorporating it into its products and services and making it available to Affiliates and third parties in the ordinary course of business. For this section, Telemetry Data means technical usage, performance, and operational data collected automatically by the AI Services relating to how the AI Services are accessed and used, excluding Customer Content and Customer Output.
9.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Where Partner itself deploys an AI Agent, Partner is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of that AI Agent within its own environment. Partner warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent it deploys will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent it deploys will be used to perform any Prohibited AI Use. Partner shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent’s operation at any time, and shall maintain documented processes for regular review. In respect of Customers deploying AI Agents, Partner shall ensure, through the Minimum Terms or Product Purchase Agreement, that each such Customer assumes equivalent obligations in relation to AI Agents deployed within its own environment. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
9.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Partner shall indemnify, defend and hold harmless Camunda and its Affiliates against any third-party claims, losses, damages, costs (including reasonable legal fees), contractual penalties, and administrative or judicial fines to the extent arising from or attributable to: (i) Partner’s own use or deployment of the AI Services in breach of this Agreement; or (ii) Partner’s failure to ensure that Customers comply with the obligations required to be passed through under this Section 8 and the Minimum Terms. Partner shall furthermore ensure, through the Minimum Terms or Product Purchase Agreement, that each Customer is bound to an obligation to indemnify Camunda (or, at Camunda’s election, Partner) against third-party claims, contractual penalties and administrative or judicial fines attributable to that Customer’s use of the AI Services
10. Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY. WARRANTIES OWED TO CUSTOMERS ARE GOVERNED EXCLUSIVELY BY THE MINIMUM TERMS.
11. Confidential Information
11.1 Obligations
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial
information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.
11.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
11.3 No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
12. Data Protection
12.1 Each Party will comply with the data protection and privacy laws applicable to its role under this Agreement, including, where applicable, the GDPR and California privacy laws such as the CCPA and CPRA. The Parties do not intend to share Personal Data under this Agreement other than limited business contact details reasonably needed to set up, manage and support the Parties’ relationship and any user or administrator accounts. The collection and use of Personal Data by Camunda in connection with the administration of the Partner Program will be governed by Camunda’s Privacy Policy.
12.2 If either Party intends to share additional Personal Data with the other Party to be processed on its behalf in connection with this Agreement, it will notify the other Party in advance and the Parties will cooperate in good faith to determine whether a data processing agreement is required under applicable law. If a data processing agreement is required, the Parties will put one in place based on Camunda’s form available at https://legal.camunda.com/dpa, before that processing begins. In any such case, Camunda will maintain reasonable and appropriate technical and organizational measures designed to protect the security and confidentiality of the Personal Data, taking into account the nature of the Personal Data and the risks of the processing.
13. Liability
13.1. Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF PARTNER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
13.2. Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 EUR (OR EQUIVALENT AMOUNT IN USD).
13.3. Applicability
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 EUR (OR EQUIVALENT AMOUNT IN USD).
14. Fee and Payment
Partner shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Partner's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Partner will provide Camunda with reasonable supporting documentation. If Partner fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed.
15. Term and Termination
15.1 Term of Agreement
The term of this Agreement is 1 year. After the initial term, the Agreement shall be automatically renewed by one year at a time unless terminated by either Party in writing at the end of the respective term by giving three (3) months' prior written notice.
15.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other Party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
15.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching Party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
16. Miscellaneous
16.1 Assignment; Sub-contracting
Camunda may assign this Agreement or any Order Form without Partner's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
16.2 Export, Human Rights, Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any Sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of Sanctions or cause the other Party to violate Sanctions.
16.3 Notices
Notices shall be sent by email at customer-success@camunda.com and to Partner at the email address stated in the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party).
16.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
16.5 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties’ entire agreement and supersedes all prior communications. In case of conflict between the documents governing the relationship between the Parties, the following order of precedence shall apply: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including its Exhibits and amendments; then (iii) the Partner Program Guide. For the avoidance of doubt, the Partner Program Guide is operational guidance only and shall not be construed to modify, limit or derogate from any right or obligation expressly set out in this Agreement or any Order Form. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
16.6 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
16.7 Independence
Each Party remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties.
Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
16.8 Reference
Each Party may use the other Party’s name, logo, and brand in print or digital marketing materials solely to describe the partnership and in compliance with the other Party’s brand guidelines. Any testimonial, press release, or case study requires the other Party’s prior written approval before publication.
Neither Party may use the other Party’s name, logo, or brand in any misleading, derogatory, or harmful manner, including to promote competing products or services. On written notice of actual or suspected misuse, the infringing Party must cease the use within five business days and take reasonable steps to remedy any resulting harm.
16.9 Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Partner is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Partner Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States
federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
Regional Terms for Germany, Austria and Switzerland
Section 13.1-13.3 above (Liability) of this Agreement is deleted in its entirety and replaced with the following:
13.1 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
In no event will the total liability of Camunda and its Affiliates in connection with the Agreement exceed the greater of (i) the total amount of fees paid by the Partner for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
13.2 Limitations
The limitation of liability set out in Section 13.1 above shall not apply to: (i) damages caused negligently or intentionally in connection with the death or injury of persons, (ii) intent or gross negligence, (ii) the infringement of the other Party's intellectual property rights, (iv) payment obligations under this Agreement or (vi) liability under the Product Liability Act.
13.3 Strict Liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch).
13.4 Statute of Limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
Regional Terms for the USA, Canada and Mexico
The following sections 16.10-16.11 are added to this Agreement:
16.10 High Risk Activities
The Software is not designed or intended for use or resale in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems (“High Risk Activities”). Camunda disclaims any warranty of fitness for High Risk Activities.
16.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
Exhibit 1: Reseller Subscription
Depending on the Partner’s specific business needs, the Reseller Exhibit may be effectively applicable to the Partner Agreement or not.
1. Definitions
Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement and, as applicable, in the Minimum Terms.
Fees means the recurring annual fees that Partner owes to Camunda for the purchase of a Reseller Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Permitted Usage means, for the purpose of this Exhibit, the extent to which Camunda grants, under a Reseller Subscription, licensed rights to Customer in and to the Software and for which Customer is entitled to receive Services. The Permitted Usage is specified in the applicable Order Form and consists of PI, Tenants and/or STP Tenants.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. PI are part of the Permitted Usage.
Services means, collectively, Support and Maintenance Services and any Consulting Services or Trainings that may be purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of this Exhibit and as set out in the relevant Order Form.
Support Contact means, for the purpose of this Exhibit, those Customer-designated employees who act as the primary interface between Customer and Camunda’s technical support team and have the right to open support tickets via Camunda’s support ticketing system. A more detailed definition of this term is provided in the Minimum Terms.
Support and Maintenance Services means, for the purposes of this Exhibit, the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined therein. Support and Maintenance Services are provided by Camunda as part of a Subscription
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are part of the Permitted Usage and may be purchased separately as Subscription Upgrades.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
2. Subject Matter
2.1. This Exhibit sets forth the terms and conditions with regard to the sale by Camunda and purchase by the Partner of a Reseller Subscription as well as, if applicable, Consulting Services and Trainings, through the conclusion of Order Forms.
2.2. The Parties shall document in an Order Form any agreed terms for the provision of a Reseller Subscription and, if applicable, for the provision of Consulting Services and Trainings, in which case such Order Form shall become legally binding and effective from the Start Date and the terms of the Agreement (including this Exhibit) shall be incorporated by reference into such Order Form, save to the extent that they are expressly excluded or modified in such Order Form.
2.3. Affiliates of the Partner can purchase from Camunda (or its relevant Affiliates) a Reseller Subscription and/or Consulting Services and Trainings under the terms and conditions of this Agreement by concluding an Order Form with Camunda (or its relevant Affiliates) and thereby expressly accepting these terms and conditions. In any such case, for the purpose of the relevant Order Form, the respective Partner Affiliate shall be regarded as the "Partner" and, if applicable, the Camunda Affiliate shall be regarded as “Camunda” within the meaning of this Agreement, and this Agreement – insofar as it refers to such Order Form – shall be regarded as a bilateral agreement between Camunda (or the relevant Camunda Affiliate), on the one hand and the Partner Affiliate, on the other.
3. Reseller Subscription
3.1. Purchase of a Reseller Subscription
By signing an Order Form with a Qualified Lead that references this Agreement, Partner purchases a Reseller Subscription as specified in such Order Form and as set forth in this Exhibit. Through the same Order Form as the Reseller Subscription or through a separate Order Form, the Partner may also purchase Consulting Services and Trainings.
3.2. Subscription Upgrades
Partner may at any time request that Camunda provides an Order Form (“Upgrade Order Form”) allowing the Partner (on behalf of the Customer) to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (if applicable), upgrade to a higher Customer Success Plan, additional Support Contacts, and others (“Subscription Upgrades”). In case of increased Permitted Usage, upon execution of such Upgrade Order Form, Camunda will provide the Partner with an invoice for the new Fees less the Fees already paid for the current Subscription Term. If the Permitted Usage purchased under a Reseller Subscription is exceeded by the Customer ("Excess Usage"), Camunda shall invoice the Partner for such Excess Usage and move the Customer to the proper tier upon the next renewal of the Reseller Subscription. In case of other Subscription Upgrades, Camunda will invoice the Partner with the applicable Fees as pro-rated for the remaining time of the Subscription Term.
4. License Grant and License Restrictions
4.1. License Grant
Camunda grants the Partner a non-exclusive, non-transferable license to sell to the Customer (a) the rights of use to the Software and (b) the Services, pursuant to the Minimum Terms and the Permitted Usage. The Partner shall expressly not be permitted to use the Software for his own business purposes.
4.2. License restrictions
Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend the Software to any Third Party that is not the Customer; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed in writing on exceptions to this prohibition, or (vii) otherwise use the Software for his own business purposes.
5. Fee
5.1. Payments
During the term of the Agreement, the Partner may purchase Reseller Subscriptions, as well as Consulting Services and Trainings, by concluding Order Forms. Partner will pay the Fees annually in advance as set forth in the Order Form. Partner's obligation to pay for a Reseller Subscription arises, in case of a Camunda Self-Managed Enterprise Subscription, on the date of delivery of the Software to the Customer in accordance with Schedule 2 to the Minimum Terms (Camunda Self-Managed Enterprise) and, in case of a Camunda SaaS Enterprise Subscription, on the date when the Customer has created a Camunda SaaS Enterprise account pursuant to Schedule 3 to the Minimum Terms (Camunda SaaS Enterprise).
5.2. Price increase
The Fees payable by Partner for each Reseller Subscription will be set out in the applicable Order Form. Camunda reserves the right to increase the Fees for a Reseller Subscription and to apply automatic fee increases where expressly stated in the applicable Order Form; however, any such price increase will not apply to the Partner with respect to any then-current contractually agreed Minimum Term, except to the extent expressly provided for in the applicable Order Form (including, for example, pursuant to an annual fee adjustment or similar uplift).
6. Application of Availability Service Credits in connection with Camunda SaaS Enterprise Subscriptions
If pursuant to Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms, Camunda receives an Availability Service Credit request from the Customer and confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the applicable Availability Target, then Camunda shall notify the Partner about such fact and shall apply the Availability Service Credit against the next invoice issued to the Partner related to the relevant Camunda SaaS Enterprise Subscription. For the avoidance of any doubt, Camunda’s obligation to provide Availability Service Credits applies only in connection to a Camunda SaaS Enterprise Subscription, and is subject to the conditions set forth in Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms.
7. Subscription Term
The Minimum Term and Start Date of each Reseller Subscription are specified in each Order Form. After the Minimum Term, the Reseller Subscription shall automatically renew for successive one (1) year terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the Subscription Term.
8. Lead Registration
Partners can register opportunities for the following two situations:
(a) a Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages; and
(b) a Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
Partner must register all leads by submitting relevant information concerning the lead via the Camunda Partner Portal. If the lead is accepted by Camunda it will become a “Qualified Lead”. After providing a lead in the Camunda Partner Portal, the Partner will receive a notification of receipt. Camunda will accept or deny the provided lead in writing (via email) within a reasonable timeframe (no later than ten (10) business days) of Partner submitting the lead to Camunda. It’s in Camunda’s sole discretion whether a lead is accepted or denied. A denial can be based on the (non-exhaustive) following reasons:
The lead is already a Camunda customer; or
Camunda already started sales communications with the lead; or
Another Camunda reseller or partner already provided the lead.
If the Partner does not receive an acceptance or denial, the lead will be deemed rejected by Camunda. Accepted leads become Qualified Leads which are tied to the Partner for a period of three (3) months from the date of acceptance by Camunda. Camunda may extend the Protection Period for another consecutive three (3)-month period upon Partner's written request, provided Partner demonstrates active pursuit of the Qualified Lead, including evidence of ongoing engagement such as meetings, proposals or proof-of-concept activity. During this period, Camunda will not directly sell the Software or knowingly engage another reseller or partner to sell the Software to a Qualified Lead registered to Partner. Exceptionally, Camunda may directly contract with the Qualified Lead or engage another reseller or partner if this is reasonably requested by the Qualified Lead.
9. Discounts
9.1. Standard Discount
The Partner will receive a one-off discount on the annual Fee for the first Year of a Subscription, as specified in the relevant Order Form for a new Reseller Subscription (“Standard Discount”). The percentage rate of the Standard Discount is based on the Partner's current tier status and is specified in the Partner Program Guide.
9.2. Renewal Discount and Upgrade Discount
For the renewal of a Reseller Subscription (each year following the first year of a Reseller Subscription), Partner shall receive a renewal discount at a percentage rate determined by the Partner's current tier status as outlined in the Partner Program Guide and applied to the annual Fee specified in the relevant Order Form (“Renewal Discount”). For Subscription Upgrades associated with a Reseller Subscription, Partner shall receive an upgrade discount at a percentage rate based on the Partner's current tier status as outlined in the Partner Program Guide and applied to the increased portion of the annual Fee for the Subscription Upgrade related to the corresponding Order Form (“Upgrade Discount”). If the Fee for the Subscription Upgrade is only invoiced on a pro rata basis for a current Subscription Term, the Upgrade Discount will also be calculated on the basis of this pro-rated Fee for the Subscription Upgrade. In the unlikely event that a Subscription Upgrade does not result in an increase in the Fees, no Upgrade Discount will be provided to the Partner.
9.3. Application of Discounts
The Standard Discount, Renewal Discount and Upgrade Discount (collectively, the “Reseller Discounts”) are granted as part of the relevant Order Form and each of these Reseller Discounts is applied directly against the relevant annual Fee for a Reseller Subscription.
9.4. Changes to Reseller Discounts
The Reseller Discounts are based on the Partner’s current tier status, which is determined pursuant to the tiering program set forth in the Partner Program Guide. The Partner acknowledges and agrees that the percentage rates of the Reseller Discounts may change, particularly if the Partner's tier status changes in the future. In such cases, the updated Reseller Discounts applicable to the Partner will be those specified in the Partner Program Guide or otherwise communicated to Partner by Camunda. It is hereby understood and agreed by the Parties that changes to the applicable Reseller Discounts do not require an amendment to this Agreement.
Partner Resell Entitlements
The Partner Resell Entitlements apply based on the Partner’s tier status, as further described in the Partner Program Guide. Referral fees and reseller discounts are mutually exclusive compensation models: for any single opportunity, a Partner receives either the referral fee or the reseller discount, but not both. Entitlements are subject to change upon thirty (30) days’ prior written notice to Partner, provided, however, that no such change shall reduce the Reseller Discounts or other entitlements applicable to any Order Form during its current Minimum Term.
Partner shall not be entitled to resell, manage, or receive compensation in connection with the renewal of any existing Camunda Subscription where Camunda has already transacted that renewal directly with Customer. For the avoidance of doubt, Camunda reserves the right to retain control of and transact renewals directly with Customers at its sole discretion, and such direct renewals shall not be subject to referral fees or reseller discounts.
10. Price List and Volume Discount
10.1. Price List
The applicable fees for all Reseller Subscriptions concluded on the basis of the Agreement shall be determined by the then-current price list internally approved by Camunda (the “Price List”). Upon Partner’s request, Camunda shall provide to the Partner an Order Form for a Reseller Subscription and/or the then-current Price List. Camunda is entitled to change, adjust or replace the Price List at any time. The Partner undertakes to verify with Camunda whether the latest Price List received in connection with a Reseller Subscription is still applicable for any new Reseller Subscriptions or for any renewals or upgrades of a Reseller Subscription. For accepted Qualified Leads in accordance with the registration process (Lead Registration) of this Exhibit, the Price List valid at the time of submission of the lead by Partner shall be applicable.
10.2. Volume Discount
The Price List sets out the maximum volume discounts that Camunda may grant to Partner off the applicable list price, based on the relevant tier of PI, Tenant and/or STP Tenant purchased by Partner. These volume discounts define the maximum discount applicable to Partner's purchase from Camunda and do not restrict or govern the prices Partner may charge to its Customers. Partner retains full discretion over its end-customer pricing. Any discount from Camunda to Partner exceeding the levels set out in the Price List requires Camunda's prior written consent.
10.3. Discount verification
Camunda shall grant Partner a reseller discount off the applicable list price for each Reseller Subscription, based on Partner's Tier level as set out in the Price List and Partner Program Guide.
Where Partner grants a discount to a Customer that exceeds the reseller discount applied by Camunda, Partner shall bear the difference out of its own margin. Camunda shall not be required to provide any additional discount beyond Partner's applicable Tier-based reseller discount.
11. Minimum Terms
11.1. Unless otherwise specified in this Agreement or any Order Form, the Minimum Terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller state the terms and conditions under which a Customer may obtain the right to use the Software and receive Support and Maintenance Services as part of a Reseller Subscription purchased from the Partner, as well as, if applicable, receive any Consulting Services and Trainings purchased by the Partner for the benefit of the Customer. The Partner therefore acknowledges and agrees that any resale to a Customer of a Reseller Subscription and/or, if applicable, Consulting Services and Trainings shall be solely pursuant to a written contract or, as applicable, an ordering document (such as an order form or purchase order) concluded between the Partner and the Customer which incorporates the link to the Minimum Terms or includes, as an attachment, the hardcopy version of the Minimum Terms (such written agreement or ordering document being further referred to as the “Product Purchase Agreement”). The Customer will be bound to the version of the Minimum Terms available at the time of the execution of the Product Purchase Agreement.
11.2. By signing an Order Form that references this Agreement, Partner purchases a Reseller Subscription and/or, if applicable, Consulting Services and Trainings for resale to the Customer, as detailed in the relevant Order Form
11.3. Partner hereby undertakes to Camunda to incorporate the link to the Minimum Terms in, or attach a hardcopy version of the Minimum Terms to, the Product Purchase Agreement. The Partner shall furthermore ensure that the Product Purchase Agreement reflects the commercial terms agreed upon between the Parties in the Order Form where applicable (e.g. the Start Date of the Subscription). If Partner fails to comply with this obligation, it shall be liable to Camunda for any damage or cost that Camunda has suffered because Camunda did not sell directly to Customer but via the Partner. Partner shall promptly notify Camunda of any violations of the Minimum Terms of which Partner is aware and shall further notify Camunda with respect to the steps Partner has taken, and the steps Partner is planning to take, to stop such violations.
12. Services
Camunda shall provide the Services to the Customer as provided for in the Minimum Terms. Camunda will not provide any Services to Partner.
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Effective July 30th 2026 to September 21st 2026
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Table of Contents
Read-only reference copy. The version of the Partner Agreement published on this page is made available so that prospective and current Partners can review its terms in advance. It does not itself constitute or evidence acceptance of the Agreement. As set out in the Acceptance of Terms section below, this Agreement only becomes legally binding when you click "Accept" (or a similar acknowledgment) during registration in the Camunda Connect Partner Portal at partnerportal.camunda.com. If you have not completed that registration step, you are not currently bound by these terms.
Acceptance of Terms
THIS PARTNER AGREEMENT (THIS “AGREEMENT”) GOVERNS THE RELATIONSHIP BETWEEN YOU AS A CAMUNDA PARTNER (“PARTNER”, “YOU”, “YOUR” AS IDENTIFIED IN THE ONLINE REGISTRATION FLOW OR APPLICABLE PARTNER ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 16.9 (“CAMUNDA”, “WE”, “US”, “OUR”) IN CONNECTION WITH YOUR PARTICIPATION IN THE CAMUNDA PARTNER PROGRAM (THE CAMUNDA CONNECT PARTNER PORTAL OR “PARTNER PORTAL” IS CURRENTLY LOCATED AT https://partnerportal.camunda.com/).
BY CLICKING “ACCEPT” OR SIMILAR ONLINE ACKNOWLEDGMENT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH SUPERSEDES AND REPLACES ANY PRIOR OR EXISTING PARTNER AGREEMENT BETWEEN YOU AND CAMUNDA RELATING TO THE SAME SUBJECT MATTER AS OF THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
CAMUNDA AND PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Camunda Academy means the online learning platform of Camunda which enables the Partner to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda SaaS Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda Enterprise software hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1 provided by Camunda in accordance with the terms set forth therein.
Contractor means any Third Party that is performing IT services on Partner’s or Customer´s behalf.
Customer means:(a) in the case of the Partner referring a Third Party to Camunda under this Agreement, the Third Party that contracts directly with Camunda to purchase a subscription for the use of the Software and receipt of Support and Maintenance Services and/or, as applicable, Consulting Services and Trainings; (b) in the case of the Partner purchasing a Reseller Subscription from Camunda under Exhibit 1 hereto, the Third Party to which the Partner resells a Reseller Subscription or Consulting Services and Trainings.
Documentation means guidelines, instructions, and recommended actions for all components of the Software available at https://docs.camunda.io/ or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Partner, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Success Center, Camunda Academy, Trainings and any other Camunda products.
Managed Services means the ongoing management, monitoring, support and, if applicable, hosting, by the Partner, of the Customer’s IT infrastructure, software and applications environment, including the Software or any Solution Package that embeds the Software, and the provision of related system administration, performance monitoring, incident resolution, security management, software updates, backup and disaster recovery, and other support and maintenance activities.
Managed Services Provider means the Partner in its capacity as a provider of Managed Services.
Minimum Terms means the online terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller as stated in Exhibit 1 (Reseller Subscription) hereto, which outlines the terms and conditions under which a Customer may obtain the right to use the Software and receive the Services as part of a Reseller Subscription purchased from the Partner.
Order Form means the ordering document pursuant to which Partner may purchase from Camunda a Subscription and/or any Services under the terms of the relevant Exhibit to this Agreement.
Partner Portal means the Camunda Connect Partner Portal available at https://partnerportal.camunda.com/, which enables Camunda’s partners to have access to Camunda’s sales and product resources and tools, product training information (including certification testing) as well as to other resources that are relevant for a partnership between Camunda and Partner.
Partner Program means Camunda Connect, which is Camunda’s partner program providing expanded support for partners that may implement Camunda’s Software, promote and/or sell the Software.
Partner Program Guide means the Camunda Connect Partner Program Guide, as updated by Camunda from time to time at its discretion, which outlines the Partner Program, and the related framework, requirements and benefits for Camunda’s partners. The then-current applicable version of the Partner Program Guide is made available on Camunda’s Partner Portal.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt) or the bmpn.io license (https://bpmn.io/license/). Public Software provided under this Agreement may include Third-Party Public Software.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Reseller Subscription means a Subscription purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of Exhibit 1 (Reseller Subscription) hereto, and as set out in the relevant Order Form. A Reseller Subscription enables the Customer to use the Software and receive Support and Maintenance Services (as defined in Exhibit 1 hereto) from Camunda during the term of the Subscription, always subject to strict compliance with the Minimum Terms.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be purchased by the Partner from Camunda pursuant to the terms of Exhibit 1, and as set out in the relevant Order Form.
Software means the software components that are part of Camunda Enterprise, provided or made accessible by Camunda to Partner or to Customer (via the Partner) under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Partner for its Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation. The Solution Package shall be promoted, offered and/or distributed only as a single product and only for a single combined price, where the Software is capable of being used only in conjunction with the Solution Package. Additionally, the Solution Package must have a single installation routine or be accessible in a single hosted environment.
Support and Maintenance Services means the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1. Support and Maintenance Services are provided by Camunda as part of a Subscription.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings defined in Exhibit 1 (Reseller Subscription) hereto and provided by Camunda in accordance with the terms set forth therein.
2. SubjectMatter
2.1. This Agreement sets forth the contractual framework for a partnership between the Parties whose purpose is (i) to drive a mutually beneficial go-to-market plan that supports the development of Partner skills, pipeline development and joint revenue and/or (ii) the sale by Camunda and purchase by Partner of Reseller Subscriptions through the conclusion of Order Forms.
2.2. The Parties agree that Partner Affiliates wishing to actively participate in the Camunda Partner Program in their respective jurisdiction must enter into a separate Partner Agreement with the relevant Camunda entity.
2.3 This Agreement governs the provision of Subscriptions and corresponding Services by Camunda to the Partner through Order Forms. Order Forms are legally binding from the Start Date and incorporate this Agreement by reference, save as expressly modified therein. The Parties assume no obligation to conclude Order Forms or to deal exclusively with each other. Both parties may agree on Upgrade Order Forms to purchase upgrades or additional services. If Customer exceeds Permitted Usage, Partner must notify Camunda, who will invoice for the excess (new annual Fee less the annual Fee already paid for the current Subscription Term) and adjust the Subscription tier at the next renewal. Any purchase orders issued by Partner are for internal administrative purposes only and shall not constitute or introduce contractual terms binding on either Party.
3. Cooperation and Reporting
3.1. Camunda will make resources available to Partner on a self‑service basis via the Camunda Partner Portal to support Partner’s pre‑sales and sales activities with potential Customers. To offer the best possible solutions to potential Customers, Partner will use the self‑service resources available on the Partner Portal.
3.2. The Partner will provide a written quarterly report to inform Camunda about all current and planned projects of potential Customers related to Camunda Enterprise. This report includes the name of all potential Customers, the specific use cases and any other information related to Camunda Enterprise (subject, however, to applicable confidentiality undertakings binding the Partner). The Partner shall provide the first report with the execution of this Agreement for all current projects.
4. Marketing Plans
The scope and availability of joint marketing activities under this Agreement are contingent upon the Partner’s Tier level, as outlined in the Partner Program Guide. Subject to the Partner’s applicable Tier entitlements, the Parties may collaborate in good faith to outline a joint marketing plan during the term of this Agreement. This plan may cover mutually agreed funding for marketing activities such as press releases, user groups, seminars, tradeshows, advertising, collateral, and press or analyst outreach. Examples of potential activities include, without limitation: sponsorship of Camunda‑led events (e.g., CamundaCon), Partner leadership events, co‑hosted webinars, co‑authored whitepapers, introductions to potential Customers, and co‑presentations at tradeshows.
5. Training
Partner will access Camunda training materials and certification exams on demand via the Camunda Academy, where registered partners have unlimited access to the available catalog, as set forth in the Partner Program Guide. The structure and content of such training may change from time to time at Camunda’s discretion. Camunda offers certification testing and encourages Partner to obtain certified accreditations upon completion of product training. Certification is in principle free of charge, though pricing and related costs may change in the future. Once Partner has the requisite number of trained and certified employees, Camunda will grant the corresponding certified partner designation and logo usage rights, in accordance with the Partner Program Guide. Certification renewals, including any validity periods, will follow the then‑current terms in the Partner Program Guide. Notwithstanding the foregoing, Partner may also order customized paid trainings from Camunda via a separate Order Form.
6. Referral Lead
In the event that Partner wants to refer potential Customers to Camunda, where a contractual relationship will be established directly between Camunda and the potential Customer (“Referral Lead”), Partner may submit such Referral Leads to Camunda by completing the appropriate online registration form available on the Partner Portal. Camunda will review each submitted Referral Lead and reserves the right to accept or reject any Referral Lead at its reasonable discretion, taking into account factors such as existing customer relationships, pipeline conflicts, or eligibility criteria. Camunda will notify Partner of its decision within a reasonable timeframe, and its decision on acceptance shall be final.
7. Free Camunda Self-Managed Enterprise License - Partner Sandbox
7.1. The availability of a Partner Sandbox is contingent upon the Partner's Tier level, as outlined in the Partner Program Guide. Subject to the Partner's applicable Tier entitlements, during the term of this Agreement, Camunda may grant to eligible Partners a a free of charge, limited, non-exclusive, non-transferable, non-sublicensable license to use Camunda Self-Managed Enterprise solely for sales demonstration purposes (showcases, prototypes, and similar pre-sales activities.) ("Partner Sandbox"). The Partner Sandbox extends beyond the standard development and testing rights available for certain Camunda Self-Managed Enterprise components, by permitting use for showcases, prototypes, and pre-sales activities. The Partner Sandbox shall not be used for productive purposes. Any customer-facing use, including offering the Partner Sandbox as part of a Solution Package or providing related services to customers, is subject to Section 7.4 “Free Packages” below. Any other use, including productive use for internal processes, requires a separate written agreement.
7.2. Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of Camunda Self-Managed Enterprise, except as permitted by law; (ii) modify or copy any part of Camunda Self-Managed Enterprise; (iii) use Camunda Self-Managed Enterprise for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend Camunda Self-Managed Enterprise as such or as part of a Solution Package to any Third Party; (v) circumvent any restrictions on use of Camunda Self-Managed Enterprise, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) use Camunda Self-Managed Enterprise other than in accordance with this Agreement or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation);
(vii) use Camunda Self-Managed Enterprise in order to create a product or service that competes with Camunda´s general offering in the market or provide the Software to an Affiliate or a Third Party in order to do so; and (viii) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed on exceptions to this prohibition.
For the avoidance of doubt, the restrictions set out in this Section 7.2 apply to all licenses granted under this Section 7, including the Partner Sandbox.
7.3. Where a Partner Sandbox is granted pursuant to Section 7.1, Camunda shall provide the Free License to Partner in object code only; no physical format shall be delivered. Promptly after execution of this Agreement, Camunda will provide the Partner with the license key to the Software, which the Partner will be able to access electronically under https://docs.camunda.io.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software license. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted under this Agreement. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Partner shall be responsible for its compliance with all Public Software licenses included in the Software.
7.4 Free Packages - The Parties agree that the primary objective should be to promote and sell a Subscription to use Camunda Enterprise and receive related services to potential Customers and that any offer in connection with the Camunda Enterprise - Community or any other free packaging of Camunda Enterprise (together, the “Free Packages”) according to this Section is an exceptional case. Only with Camunda's prior written consent can the Partner offer Solution Packages based on the Free Packages or provide services related to the Free Packages to its customers. Services related to the Free Packages shall include, without limitation, customization, programming, support and maintenance of the customer´s platform, integration, development of software programs, support of customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of defects which Partner provides for a customer in connection with the Free Packages. This requires that the Partner informs Camunda in advance that it wants to either offer Solution Packages based on the Free Packages or provide services related to them. In this notice, the Partner must describe the specific use case for the Solution Package and outline why the Free Packages must be used or why the customer only needs services related to the Free Packages. Compliance with this Section is a material obligation of Partner under this Agreement. Any breach of this Section, including but not limited to promoting or offering Free Packages without Camunda's prior written consent, may result in immediate termination of Partner's participation in the Camunda Partner Program. Upon such termination, all reseller entitlements granted to Partner shall be automatically revoked, and any existing Reseller Subscriptions managed by Partner shall revert to Camunda with immediate effect.
8. Intellectual Property Ownership
Each Party retains all rights, title, and interest in its own intellectual property, whether pre-existing or developed independently of this Agreement. No such rights are transferred to the other Party under this Agreement. If Partner provides Feedback, Partner grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Partner waives all rights in any results or derivative works arising from Camunda's use of Feedback.
9. Artificial Intelligence
9.1 Usage Guidelines
Where Partner uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
9.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Partner shall not deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use and shall ensure, through the Minimum Terms or Product Purchase Agreement, that Customers do not deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Partner’s or Customer's actions cause the AI Services to constitute a Prohibited AI Use, Partner or the relevant Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
9.3 AI Data and Output Rights
Partner or Customer, acting through Partner, grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. Partner undertakes to ensure, through the Minimum Terms or Product Purchase Agreement, that each Customer grants the foregoing licence. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants and Partner shall ensure through the Minimum Terms or Product Purchase Agreement that Camunda grants, the relevant Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable licence to use Customer Output for that Customer's own business purposes, including incorporating it into its products and services and making it available to Affiliates and third parties in the ordinary course of business. For this section, Telemetry Data means technical usage, performance, and operational data collected automatically by the AI Services relating to how the AI Services are accessed and used, excluding Customer Content and Customer Output.
9.4. AI Agents
This subsection applies where the AI Services include an AI Agent. Where Partner itself deploys an AI Agent, Partner is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of that AI Agent within its own environment. Partner warrants and shall ensure through effective technical and organisational measures that (a) no AI Agent it deploys will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent it deploys will be used to perform any Prohibited AI Use. Partner shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent’s operation at any time, and shall maintain documented processes for regular review. In respect of Customers deploying AI Agents, Partner shall ensure, through the Minimum Terms or Product Purchase Agreement, that each such Customer assumes equivalent obligations in relation to AI Agents deployed within its own environment. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
9.5. Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Partner shall indemnify, defend and hold harmless Camunda and its Affiliates against any third-party claims, losses, damages, costs (including reasonable legal fees), contractual penalties, and administrative or judicial fines to the extent arising from or attributable to: (i) Partner’s own use or deployment of the AI Services in breach of this Agreement; or (ii) Partner’s failure to ensure that Customers comply with the obligations required to be passed through under this Section 8 and the Minimum Terms. Partner shall furthermore ensure, through the Minimum Terms or Product Purchase Agreement, that each Customer is bound to an obligation to indemnify Camunda (or, at Camunda’s election, Partner) against third-party claims, contractual penalties and administrative or judicial fines attributable to that Customer’s use of the AI Services
10. Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY. WARRANTIES OWED TO CUSTOMERS ARE GOVERNED EXCLUSIVELY BY THE MINIMUM TERMS.
11. Confidential Information
11.1 Obligations
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial
information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of this Agreement, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.
11.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
11.3 No License
Nothing in this Agreement grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of this Agreement.
12. Data Protection
12.1 Each Party will comply with the data protection and privacy laws applicable to its role under this Agreement, including, where applicable, the GDPR and California privacy laws such as the CCPA and CPRA. The Parties do not intend to share Personal Data under this Agreement other than limited business contact details reasonably needed to set up, manage and support the Parties’ relationship and any user or administrator accounts. The collection and use of Personal Data by Camunda in connection with the administration of the Partner Program will be governed by Camunda’s Privacy Policy.
12.2 If either Party intends to share additional Personal Data with the other Party to be processed on its behalf in connection with this Agreement, it will notify the other Party in advance and the Parties will cooperate in good faith to determine whether a data processing agreement is required under applicable law. If a data processing agreement is required, the Parties will put one in place based on Camunda’s form available at https://legal.camunda.com/dpa, before that processing begins. In any such case, Camunda will maintain reasonable and appropriate technical and organizational measures designed to protect the security and confidentiality of the Personal Data, taking into account the nature of the Personal Data and the risks of the processing.
13. Liability
13.1. Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF PARTNER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
13.2. Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 EUR (OR EQUIVALENT AMOUNT IN USD).
13.3. Applicability
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 EUR (OR EQUIVALENT AMOUNT IN USD).
14. Fee and Payment
Partner shall pay all Fees annually in advance as set out in the applicable Order Form, or as otherwise specified, within thirty (30) days of receipt of Camunda's invoice. All Fees are exclusive of taxes, duties, levies, or similar governmental charges, which are Partner's responsibility except taxes based on Camunda's net income, property, or payroll. If required by law to withhold tax, Partner will provide Camunda with reasonable supporting documentation. If Partner fails to pay any undisputed amount when due, Camunda may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Except as expressly provided in this Agreement, all Fees are non-cancellable, non-refundable, and payable in full without set-off, deduction, or withholding, except as required by applicable law. Camunda may adjust Fees for any Renewal Term or new Order Form, and may apply automatic increases only if expressly stated in the Order Form. No Fee changes apply during any current Minimum Term except as expressly agreed.
15. Term and Termination
15.1 Term of Agreement
The term of this Agreement is 1 year. After the initial term, the Agreement shall be automatically renewed by one year at a time unless terminated by either Party in writing at the end of the respective term by giving three (3) months' prior written notice.
15.2 Termination for Cause
Either party may terminate this Agreement and all associated Order Forms immediately on written notice if the other Party: (i) fails to pay any amount due and such failure remains unremedied 14 days after written notice (or such longer period as required by applicable law); (ii) materially breaches this Agreement and (where remediable) fails to cure within 30 days of written notice (or such longer period as required by applicable law); (iii) repeatedly breaches this Agreement in a manner reasonably indicating an inability or unwillingness to comply; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, administration, or any similar insolvency proceeding under applicable law.
15.3 Effect of Termination
Termination of this Agreement does not automatically terminate ongoing Subscriptions, which continue until the end of their then-current Subscription Term. Where termination results from material breach and continued performance would be unreasonable, the non-breaching Party may also terminate Subscriptions by written notice. This Agreement continues to govern all Subscriptions until they expire or are terminated.
16. Miscellaneous
16.1 Assignment; Sub-contracting
Camunda may assign this Agreement or any Order Form without Partner's consent to an Affiliate, or in connection with a merger, acquisition, change of control, or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under this Agreement. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with the Agreement by any such subcontractor.
16.2 Export, Human Rights, Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any Sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of Sanctions or cause the other Party to violate Sanctions.
16.3 Notices
Notices shall be sent by email at customer-success@camunda.com and to Partner at the email address stated in the applicable Order Form or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels. Termination notices must be sent by an authorized Representative of the notifying Party).
16.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
16.5 Entire Agreement; Amendments
This Agreement, together with any Order Forms, Exhibits, and amendments, constitutes the Parties’ entire agreement and supersedes all prior communications. In case of conflict between the documents governing the relationship between the Parties, the following order of precedence shall apply: (i) the applicable Order Form prevails (for the transaction thereunder); then (ii) this Agreement, including its Exhibits and amendments; then (iii) the Partner Program Guide. For the avoidance of doubt, the Partner Program Guide is operational guidance only and shall not be construed to modify, limit or derogate from any right or obligation expressly set out in this Agreement or any Order Form. This Agreement may only be amended in writing, signed by authorized Representatives of each Party.
16.6 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate this Agreement without liability.
16.7 Independence
Each Party remains independently responsible for the means of performing its obligations under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties.
Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
16.8 Reference
Each Party may use the other Party’s name, logo, and brand in print or digital marketing materials solely to describe the partnership and in compliance with the other Party’s brand guidelines. Any testimonial, press release, or case study requires the other Party’s prior written approval before publication.
Neither Party may use the other Party’s name, logo, or brand in any misleading, derogatory, or harmful manner, including to promote competing products or services. On written notice of actual or suspected misuse, the infringing Party must cease the use within five business days and take reasonable steps to remedy any resulting harm.
16.9 Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Partner is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Partner Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States
federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
Regional Terms for Germany, Austria and Switzerland
Section 13.1-13.3 above (Liability) of this Agreement is deleted in its entirety and replaced with the following:
13.1 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
In no event will the total liability of Camunda and its Affiliates in connection with the Agreement exceed the greater of (i) the total amount of fees paid by the Partner for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
13.2 Limitations
The limitation of liability set out in Section 13.1 above shall not apply to: (i) damages caused negligently or intentionally in connection with the death or injury of persons, (ii) intent or gross negligence, (ii) the infringement of the other Party's intellectual property rights, (iv) payment obligations under this Agreement or (vi) liability under the Product Liability Act.
13.3 Strict Liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch).
13.4 Statute of Limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
Regional Terms for the USA, Canada and Mexico
The following sections 16.10-16.11 are added to this Agreement:
16.10 High Risk Activities
The Software is not designed or intended for use or resale in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems (“High Risk Activities”). Camunda disclaims any warranty of fitness for High Risk Activities.
16.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under this Agreement.
Exhibit 1: Reseller Subscription
Depending on the Partner’s specific business needs, the Reseller Exhibit may be effectively applicable to the Partner Agreement or not.
1. Definitions
Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement and, as applicable, in the Minimum Terms.
Fees means the recurring annual fees that Partner owes to Camunda for the purchase of a Reseller Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Permitted Usage means, for the purpose of this Exhibit, the extent to which Camunda grants, under a Reseller Subscription, licensed rights to Customer in and to the Software and for which Customer is entitled to receive Services. The Permitted Usage is specified in the applicable Order Form and consists of PI, Tenants and/or STP Tenants.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. PI are part of the Permitted Usage.
Services means, collectively, Support and Maintenance Services and any Consulting Services or Trainings that may be purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of this Exhibit and as set out in the relevant Order Form.
Support Contact means, for the purpose of this Exhibit, those Customer-designated employees who act as the primary interface between Customer and Camunda’s technical support team and have the right to open support tickets via Camunda’s support ticketing system. A more detailed definition of this term is provided in the Minimum Terms.
Support and Maintenance Services means, for the purposes of this Exhibit, the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined therein. Support and Maintenance Services are provided by Camunda as part of a Subscription
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are part of the Permitted Usage and may be purchased separately as Subscription Upgrades.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
2. Subject Matter
2.1. This Exhibit sets forth the terms and conditions with regard to the sale by Camunda and purchase by the Partner of a Reseller Subscription as well as, if applicable, Consulting Services and Trainings, through the conclusion of Order Forms.
2.2. The Parties shall document in an Order Form any agreed terms for the provision of a Reseller Subscription and, if applicable, for the provision of Consulting Services and Trainings, in which case such Order Form shall become legally binding and effective from the Start Date and the terms of the Agreement (including this Exhibit) shall be incorporated by reference into such Order Form, save to the extent that they are expressly excluded or modified in such Order Form.
2.3. Affiliates of the Partner can purchase from Camunda (or its relevant Affiliates) a Reseller Subscription and/or Consulting Services and Trainings under the terms and conditions of this Agreement by concluding an Order Form with Camunda (or its relevant Affiliates) and thereby expressly accepting these terms and conditions. In any such case, for the purpose of the relevant Order Form, the respective Partner Affiliate shall be regarded as the "Partner" and, if applicable, the Camunda Affiliate shall be regarded as “Camunda” within the meaning of this Agreement, and this Agreement – insofar as it refers to such Order Form – shall be regarded as a bilateral agreement between Camunda (or the relevant Camunda Affiliate), on the one hand and the Partner Affiliate, on the other.
3. Reseller Subscription
3.1. Purchase of a Reseller Subscription
By signing an Order Form with a Qualified Lead that references this Agreement, Partner purchases a Reseller Subscription as specified in such Order Form and as set forth in this Exhibit. Through the same Order Form as the Reseller Subscription or through a separate Order Form, the Partner may also purchase Consulting Services and Trainings.
3.2. Subscription Upgrades
Partner may at any time request that Camunda provides an Order Form (“Upgrade Order Form”) allowing the Partner (on behalf of the Customer) to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (if applicable), upgrade to a higher Customer Success Plan, additional Support Contacts, and others (“Subscription Upgrades”). In case of increased Permitted Usage, upon execution of such Upgrade Order Form, Camunda will provide the Partner with an invoice for the new Fees less the Fees already paid for the current Subscription Term. If the Permitted Usage purchased under a Reseller Subscription is exceeded by the Customer ("Excess Usage"), Camunda shall invoice the Partner for such Excess Usage and move the Customer to the proper tier upon the next renewal of the Reseller Subscription. In case of other Subscription Upgrades, Camunda will invoice the Partner with the applicable Fees as pro-rated for the remaining time of the Subscription Term.
4. License Grant and License Restrictions
4.1. License Grant
Camunda grants the Partner a non-exclusive, non-transferable license to sell to the Customer (a) the rights of use to the Software and (b) the Services, pursuant to the Minimum Terms and the Permitted Usage. The Partner shall expressly not be permitted to use the Software for his own business purposes.
4.2. License restrictions
Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend the Software to any Third Party that is not the Customer; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed in writing on exceptions to this prohibition, or (vii) otherwise use the Software for his own business purposes.
5. Fee
5.1. Payments
During the term of the Agreement, the Partner may purchase Reseller Subscriptions, as well as Consulting Services and Trainings, by concluding Order Forms. Partner will pay the Fees annually in advance as set forth in the Order Form. Partner's obligation to pay for a Reseller Subscription arises, in case of a Camunda Self-Managed Enterprise Subscription, on the date of delivery of the Software to the Customer in accordance with Schedule 2 to the Minimum Terms (Camunda Self-Managed Enterprise) and, in case of a Camunda SaaS Enterprise Subscription, on the date when the Customer has created a Camunda SaaS Enterprise account pursuant to Schedule 3 to the Minimum Terms (Camunda SaaS Enterprise).
5.2. Price increase
The Fees payable by Partner for each Reseller Subscription will be set out in the applicable Order Form. Camunda reserves the right to increase the Fees for a Reseller Subscription and to apply automatic fee increases where expressly stated in the applicable Order Form; however, any such price increase will not apply to the Partner with respect to any then-current contractually agreed Minimum Term, except to the extent expressly provided for in the applicable Order Form (including, for example, pursuant to an annual fee adjustment or similar uplift).
6. Application of Availability Service Credits in connection with Camunda SaaS Enterprise Subscriptions
If pursuant to Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms, Camunda receives an Availability Service Credit request from the Customer and confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the applicable Availability Target, then Camunda shall notify the Partner about such fact and shall apply the Availability Service Credit against the next invoice issued to the Partner related to the relevant Camunda SaaS Enterprise Subscription. For the avoidance of any doubt, Camunda’s obligation to provide Availability Service Credits applies only in connection to a Camunda SaaS Enterprise Subscription, and is subject to the conditions set forth in Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms.
7. Subscription Term
The Minimum Term and Start Date of each Reseller Subscription are specified in each Order Form. After the Minimum Term, the Reseller Subscription shall automatically renew for successive one (1) year terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the Subscription Term.
8. Lead Registration
Partners can register opportunities for the following two situations:
(a) a Referral Lead, where the client engages in a direct contract with Camunda for the Camunda Enterprise Edition platform, and the Partner co-engages; and
(b) a Reselling Lead, where the Partner resells the Camunda Enterprise Edition platform to the prospective customer.
Partner must register all leads by submitting relevant information concerning the lead via the Camunda Partner Portal. If the lead is accepted by Camunda it will become a “Qualified Lead”. After providing a lead in the Camunda Partner Portal, the Partner will receive a notification of receipt. Camunda will accept or deny the provided lead in writing (via email) within a reasonable timeframe (no later than ten (10) business days) of Partner submitting the lead to Camunda. It’s in Camunda’s sole discretion whether a lead is accepted or denied. A denial can be based on the (non-exhaustive) following reasons:
The lead is already a Camunda customer; or
Camunda already started sales communications with the lead; or
Another Camunda reseller or partner already provided the lead.
If the Partner does not receive an acceptance or denial, the lead will be deemed rejected by Camunda. Accepted leads become Qualified Leads which are tied to the Partner for a period of three (3) months from the date of acceptance by Camunda. Camunda may extend the Protection Period for another consecutive three (3)-month period upon Partner's written request, provided Partner demonstrates active pursuit of the Qualified Lead, including evidence of ongoing engagement such as meetings, proposals or proof-of-concept activity. During this period, Camunda will not directly sell the Software or knowingly engage another reseller or partner to sell the Software to a Qualified Lead registered to Partner. Exceptionally, Camunda may directly contract with the Qualified Lead or engage another reseller or partner if this is reasonably requested by the Qualified Lead.
9. Discounts
9.1. Standard Discount
The Partner will receive a one-off discount on the annual Fee for the first Year of a Subscription, as specified in the relevant Order Form for a new Reseller Subscription (“Standard Discount”). The percentage rate of the Standard Discount is based on the Partner's current tier status and is specified in the Partner Program Guide.
9.2. Renewal Discount and Upgrade Discount
For the renewal of a Reseller Subscription (each year following the first year of a Reseller Subscription), Partner shall receive a renewal discount at a percentage rate determined by the Partner's current tier status as outlined in the Partner Program Guide and applied to the annual Fee specified in the relevant Order Form (“Renewal Discount”). For Subscription Upgrades associated with a Reseller Subscription, Partner shall receive an upgrade discount at a percentage rate based on the Partner's current tier status as outlined in the Partner Program Guide and applied to the increased portion of the annual Fee for the Subscription Upgrade related to the corresponding Order Form (“Upgrade Discount”). If the Fee for the Subscription Upgrade is only invoiced on a pro rata basis for a current Subscription Term, the Upgrade Discount will also be calculated on the basis of this pro-rated Fee for the Subscription Upgrade. In the unlikely event that a Subscription Upgrade does not result in an increase in the Fees, no Upgrade Discount will be provided to the Partner.
9.3. Application of Discounts
The Standard Discount, Renewal Discount and Upgrade Discount (collectively, the “Reseller Discounts”) are granted as part of the relevant Order Form and each of these Reseller Discounts is applied directly against the relevant annual Fee for a Reseller Subscription.
9.4. Changes to Reseller Discounts
The Reseller Discounts are based on the Partner’s current tier status, which is determined pursuant to the tiering program set forth in the Partner Program Guide. The Partner acknowledges and agrees that the percentage rates of the Reseller Discounts may change, particularly if the Partner's tier status changes in the future. In such cases, the updated Reseller Discounts applicable to the Partner will be those specified in the Partner Program Guide or otherwise communicated to Partner by Camunda. It is hereby understood and agreed by the Parties that changes to the applicable Reseller Discounts do not require an amendment to this Agreement.
Partner Resell Entitlements
The Partner Resell Entitlements apply based on the Partner’s tier status, as further described in the Partner Program Guide. Referral fees and reseller discounts are mutually exclusive compensation models: for any single opportunity, a Partner receives either the referral fee or the reseller discount, but not both. Entitlements are subject to change upon thirty (30) days’ prior written notice to Partner, provided, however, that no such change shall reduce the Reseller Discounts or other entitlements applicable to any Order Form during its current Minimum Term.
Partner shall not be entitled to resell, manage, or receive compensation in connection with the renewal of any existing Camunda Subscription where Camunda has already transacted that renewal directly with Customer. For the avoidance of doubt, Camunda reserves the right to retain control of and transact renewals directly with Customers at its sole discretion, and such direct renewals shall not be subject to referral fees or reseller discounts.
10. Price List and Volume Discount
10.1. Price List
The applicable fees for all Reseller Subscriptions concluded on the basis of the Agreement shall be determined by the then-current price list internally approved by Camunda (the “Price List”). Upon Partner’s request, Camunda shall provide to the Partner an Order Form for a Reseller Subscription and/or the then-current Price List. Camunda is entitled to change, adjust or replace the Price List at any time. The Partner undertakes to verify with Camunda whether the latest Price List received in connection with a Reseller Subscription is still applicable for any new Reseller Subscriptions or for any renewals or upgrades of a Reseller Subscription. For accepted Qualified Leads in accordance with the registration process (Lead Registration) of this Exhibit, the Price List valid at the time of submission of the lead by Partner shall be applicable.
10.2. Volume Discount
The Price List sets out the maximum volume discounts that Camunda may grant to Partner off the applicable list price, based on the relevant tier of PI, Tenant and/or STP Tenant purchased by Partner. These volume discounts define the maximum discount applicable to Partner's purchase from Camunda and do not restrict or govern the prices Partner may charge to its Customers. Partner retains full discretion over its end-customer pricing. Any discount from Camunda to Partner exceeding the levels set out in the Price List requires Camunda's prior written consent.
10.3. Discount verification
Camunda shall grant Partner a reseller discount off the applicable list price for each Reseller Subscription, based on Partner's Tier level as set out in the Price List and Partner Program Guide.
Where Partner grants a discount to a Customer that exceeds the reseller discount applied by Camunda, Partner shall bear the difference out of its own margin. Camunda shall not be required to provide any additional discount beyond Partner's applicable Tier-based reseller discount.
11. Minimum Terms
11.1. Unless otherwise specified in this Agreement or any Order Form, the Minimum Terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller state the terms and conditions under which a Customer may obtain the right to use the Software and receive Support and Maintenance Services as part of a Reseller Subscription purchased from the Partner, as well as, if applicable, receive any Consulting Services and Trainings purchased by the Partner for the benefit of the Customer. The Partner therefore acknowledges and agrees that any resale to a Customer of a Reseller Subscription and/or, if applicable, Consulting Services and Trainings shall be solely pursuant to a written contract or, as applicable, an ordering document (such as an order form or purchase order) concluded between the Partner and the Customer which incorporates the link to the Minimum Terms or includes, as an attachment, the hardcopy version of the Minimum Terms (such written agreement or ordering document being further referred to as the “Product Purchase Agreement”). The Customer will be bound to the version of the Minimum Terms available at the time of the execution of the Product Purchase Agreement.
11.2. By signing an Order Form that references this Agreement, Partner purchases a Reseller Subscription and/or, if applicable, Consulting Services and Trainings for resale to the Customer, as detailed in the relevant Order Form
11.3. Partner hereby undertakes to Camunda to incorporate the link to the Minimum Terms in, or attach a hardcopy version of the Minimum Terms to, the Product Purchase Agreement. The Partner shall furthermore ensure that the Product Purchase Agreement reflects the commercial terms agreed upon between the Parties in the Order Form where applicable (e.g. the Start Date of the Subscription). If Partner fails to comply with this obligation, it shall be liable to Camunda for any damage or cost that Camunda has suffered because Camunda did not sell directly to Customer but via the Partner. Partner shall promptly notify Camunda of any violations of the Minimum Terms of which Partner is aware and shall further notify Camunda with respect to the steps Partner has taken, and the steps Partner is planning to take, to stop such violations.
12. Services
Camunda shall provide the Services to the Customer as provided for in the Minimum Terms. Camunda will not provide any Services to Partner.
Effective June 17th 2026 to July 30th 2026
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Table of Contents
1. Acceptance of Terms
THIS PARTNER AGREEMENT (THIS “AGREEMENT”) GOVERNS THE RELATIONSHIP BETWEEN YOU AS A CAMUNDA PARTNER (“PARTNER”, “YOU”, “YOUR” AS IDENTIFIED IN THE ONLINE REGISTRATION FLOW OR APPLICABLE PARTNER ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 19 (“CAMUNDA”, “WE”, “US”, “OUR”) IN CONNECTION WITH YOUR PARTICIPATION IN THE CAMUNDA PARTNER PROGRAM. BY CLICKING “ACCEPT”, YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH SUPERSEDES AND REPLACES ANY PRIOR OR EXISTING PARTNER AGREEMENT BETWEEN YOU AND CAMUNDA RELATING TO THE SAME SUBJECT MATTER.
CAMUNDA AND PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THE PARTIES HERETO AGREE AS FOLLOWS:
2. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Camunda Academy means the online learning platform of Camunda which enables the Partner to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda SaaS Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda Enterprise software hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services and Trainings means the services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1 provided by Camunda in accordance with the terms set forth therein.
Contractor means any Third Party that is performing IT services on Partner’s or Customer´s behalf.
Customer means:(a) in the case of the Partner referring a Third Party to Camunda under this Agreement, the Third Party that contracts directly with Camunda to purchase a subscription for the use of the Software and receipt of Support and Maintenance Services and/or, as applicable, Consulting Services and Trainings; (b) in the case of the Partner purchasing a Reseller Subscription from Camunda under Exhibit 1 hereto, the Third Party to which the Partner resells a Reseller Subscription or Consulting Services and Trainings.
Documentation means guidelines, instructions, and recommended actions for all components of the Software available at https://docs.camunda.io/ or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Partner, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Success Center, Camunda Academy, Trainings and any other Camunda products.
Managed Services means the ongoing management, monitoring, support and, if applicable, hosting, by the Partner, of the Customer’s IT infrastructure, software and applications environment, including the Software or any Solution Package that embeds the Software, and the provision of related system administration, performance monitoring, incident resolution, security management, software updates, backup and disaster recovery, and other support and maintenance activities.
Managed Services Provider means the Partner in its capacity as a provider of Managed Services.
Minimum Terms means the online terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller as stated in Exhibit 1 (Reseller Subscription) hereto, which outlines the terms and conditions under which a Customer may obtain the right to use the Software and receive the Services as part of a Reseller Subscription purchased from the Partner.
Order Form means the ordering document pursuant to which Partner may purchase from Camunda a Subscription and/or any Services under the terms of the relevant Exhibit to this Agreement.
Partner Portal means the Camunda Connect Partner Portal available at https://partnerportal.camunda.com/, which enables Camunda’s partners to have access to Camunda’s sales and product resources and tools, product training information (including certification testing) as well as to other resources that are relevant for a partnership between Camunda and Partner.
Partner Program means Camunda Connect, which is Camunda’s partner program providing expanded support for partners that may implement Camunda’s Software, promote and/or sell the Software.
Partner Program Guide means the Camunda Connect Partner Program Guide, as updated by Camunda from time to time at its discretion, which outlines the Partner Program, and the related framework, requirements and benefits for Camunda’s partners. The then-current applicable version of the Partner Program Guide is made available on Camunda’s Partner Portal.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt) or the bmpn.io license (https://bpmn.io/license/). Public Software provided under this Agreement may include Third-Party Public Software.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Reseller Subscription means a Subscription purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of Exhibit 1 (Reseller Subscription) hereto, and as set out in the relevant Order Form. A Reseller Subscription enables the Customer to use the Software and receive Support and Maintenance Services (as defined in Exhibit 1 hereto) from Camunda during the term of the Subscription, always subject to strict compliance with the Minimum Terms.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be purchased by the Partner from Camunda pursuant to the terms of Exhibit 1, and as set out in the relevant Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible by Camunda to Partner or to Customer (via the Partner) under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Partner for its Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation. The Solution Package shall be promoted, offered and/or distributed only as a single product and only for a single combined price, where the Software is capable of being used only in conjunction with the Solution Package. Additionally, the Solution Package must have a single installation routine or be accessible in a single hosted environment.
Support and Maintenance Services means the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1. Support and Maintenance Services are provided by Camunda as part of a Subscription.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Version means a Patch Release, Minor Release or Major Release of the Software as defined in the Minimum Terms.
3. SubjectMatter
3.1. This Agreement sets forth the contractual framework for a partnership between the Parties whose purpose is (i) to drive a mutually beneficial go-to-market plan that supports the development of Partner skills, pipeline development and joint revenue and/or (ii) the sale by Camunda and purchase by Partner of Reseller Subscriptions through the conclusion of Order Forms.
3.2. The Parties agree that Partner’s and Camunda’s respective rights and obligations under this Agreement may be extended to any Partner Affiliate and Camunda Affiliate.
4. Structure of the Agreement
Depending on the Partner’s specific business needs, the Reseller Exhibit may be effectively applicable to the Partner Agreement or not.
5. Cooperation and Reporting
5.1. Camunda will make resources available to Partner on a self‑service basis via the Camunda Partner Portal to support Partner’s pre‑sales and sales activities with potential Customers. To offer the best possible solutions to potential Customers, Partner will use the self‑service resources available on the Partner Portal.
5.2. The Partner will provide a written quarterly report to inform Camunda about all current and planned projects of potential Customers related to Camunda Enterprise. This report includes the name of all potential Customers, the specific use cases and any other information related to Camunda Enterprise (subject, however, to applicable confidentiality undertakings binding the Partner). The Partner shall provide the first report with the execution of this Agreement for all current projects.
6. Marketing Plans
The Parties will collaborate in good faith to outline a joint marketing plan during the term of this Agreement. This plan may cover mutually agreed funding for marketing activities such as press releases, user groups, seminars, tradeshows, advertising, collateral, and press or analyst outreach. Examples of potential activities include, without limitation: sponsorship of Camunda‑led events (e.g., CamundaCon), Partner leadership events, co‑hosted webinars, co‑authored whitepapers, introductions to potential Customers, and co‑presentations at tradeshows.
7. Training
Partner will access Camunda training materials and certification exams on demand via the Camunda Partner Academy, where registered partners have unlimited access to the available catalog, as set forth in the Partner Program Guide. The structure and content of such training may change from time to time at Camunda’s discretion. Camunda offers certification testing and encourages Partner to obtain certified accreditations upon completion of product training. Certification is in principle free of charge, though pricing and related costs may change in the future. Once Partner has the requisite number of trained and certified employees, Camunda will grant the corresponding certified partner designation and logo usage rights, in accordance with the Partner Program Guide. Certification renewals, including any validity periods, will follow the then‑current terms in the Partner Program Guide. Notwithstanding the foregoing, Partner may also order customized paid trainings from Camunda via a separate Order Form.
8. Referral Lead
8.1. In the event that Partner wants to refer potential Customers to Camunda, where a contractual relationship will be established directly between Camunda and the potential Customer (“Referral Lead”), Partner can refer these Referral Leads to Camunda by completing the appropriate online registration form available on the Partner Portal. Camunda will evaluate and, if appropriate, accept the Referral Lead in a timely manner.
9. Free Camunda Self-Managed Enterprise License
9.1. During the term of this Agreement, Camunda grants to Partner a free of charge, limited, non-exclusive, non-transferable, non-sublicensable license to use Camunda Self-Managed Enterprise for sales purposes only (showcases, prototypes etc.) (“Free Camunda Self-Managed Enterprise License”). Usage for other purposes, including but not limited to the productive use for internal processes or end customer solutions, is explicitly excluded and allowed only if it has been agreed upon in a specific written agreement.
9.2. Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of Camunda Self-Managed Enterprise, except as permitted by law; (ii) modify or copy any part of Camunda Self-Managed Enterprise; (iii) use Camunda Self-Managed Enterprise for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend Camunda Self-Managed Enterprise as such or as part of a Solution Package to any Third Party; (v) circumvent any restrictions on use of Camunda Self-Managed Enterprise, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) use Camunda Self-Managed Enterprise other than in accordance with this Agreement or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (vii) use Camunda Self-Managed Enterprise in order to create a product or service that competes with Camunda´s general offering in the market or provide the Software to an Affiliate or a Third Party in order to do so; and (viii) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed on exceptions to this prohibition.
9.3. Camunda shall provide Camunda Self-Managed Enterprise to Partner in object code only; no physical format shall be delivered. Promptly after execution of this Agreement, Camunda will provide the Partner with the license key to the Software, which the Partner will be able to access electronically under https://docs.camunda.io. This shall also apply to a Subscription.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software license. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to under this Agreement. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Partner shall be responsible for its compliance with all Public Software licenses included in the Software.
10. Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER AND/OR CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER AND/OR CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
11. Use of Logos and Brand Names
Each Party may use the other Party’s logo and brand name for the duration and purpose of this Agreement, solely to illustrate the partnership, and always in accordance with the other Party’s applicable brand and logo guidelines.
12. Free Packages
12.1. The Parties agree that the primary objective should be to promote and sell a Subscription to use Camunda Enterprise and receive related services to potential Customers and that any offer in connection with the Camunda Enterprise - Community or any other free packaging of Camunda Enterprise (together, the “Free Packages”) according to this Section is an exceptional case. Only with Camunda's prior written consent can the Partner offer Solution Packages based on the Free Packages or provide services related to the Free Packages to its customers. Services related to the Free Packages shall include, without limitation, customization, programming, support and maintenance of the customer´s platform, integration, development of software programs, support of customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of defects which Partner provides for a customer in connection with the Free Packages. This requires that the Partner informs Camunda in advance that it wants to either offer Solution Packages based on the Free Packages or provide services related to them. In this notice, the Partner must describe the specific use case for the Solution Package and outline why the Free Packages must be used or why the customer only needs services related to the Free Packages.
13. Intellectual Property Ownership
13.1. Each Party retains all right, title and interest in and to its intellectual property rights, including patents, trademarks, trade secrets, copyrights, and know-how and Camunda retains all right, title and interest in and to any work product created in the course of providing the Software or Services. This Agreement does not grant the Partner any ownership rights in the Software or any related intellectual property.
13.2. Partner grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback provided by Partner for any purpose without compensation. To the maximum extent permitted by law, Partner waives any rights in any results or derivative works arising from Camunda's use of such Feedback.
14. Fee
14.1. Payments
Unless otherwise agreed in this Agreement, Partner agrees to pay any fees owed to Camunda under the Agreement within thirty (30) days of the date of Camunda’s invoice (the “Payment Due Date”).
14.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Partner, or Partner will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Partner will not be liable for taxes imposed on Camunda based on Camunda’s income.
14.3. Payment through a Paying Agent
The Parties agree that the Partner may pay any fees owed to Camunda under the Agreement through a Third Party (“Paying Agent”) provided that Partner takes full responsibility for all acts or omissions of its Paying Agent. Where Partner pays the fees through a Paying Agent, Partner and Camunda will execute an Order Form which shows the Paying Agent as the "bill to" party. Camunda will not be responsible for the fulfillment of the obligations between any Paying Agent and Partner or for any Third-Party products or services furnished to Partner by the Paying Agent.
15. Confidential Information
15.1. Confidentiality
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
15.2. Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
15.3. Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
15.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with the internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
16. Data Protection
16.1. Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
16.2. If Partner or Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on the https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
17. Liability
17.1. Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
17.2. Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 USD (OR EQUIVALENT AMOUNT IN EUR).
17.3. Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
18. Term and Termination
18.1. Term of Agreement
The term of this Agreement is 1 year. After the initial term, the Agreement shall be automatically renewed by one year at a time unless terminated by either Party in writing at the end of the respective term by giving three (3) months' prior written notice.
18.2. Either Party may terminate this Agreement, together with all related Subscriptions and Order Forms, (i) if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice, or (ii) subject to applicable law, if the other Party is dissolved, liquidated, becomes insolvent or subject to bankruptcy or similar proceedings, makes a general assignment for the benefit of creditors, or has a trustee, receiver or similar officer appointed for a substantial part of its assets.
In addition, Camunda may terminate this Agreement, all Subscriptions and all related Order Forms if Partner fails to pay any Fees and does not cure such non‑payment within ten (10) days after Camunda’s written notice. Upon expiry or termination of this Agreement, existing Subscriptions will generally remain in force until the end of their then‑current Subscription Term; however, if termination results from a material breach by Partner and, given the nature of that breach, it would be unreasonable to expect Camunda to continue performance, Camunda may also terminate any then‑current Subscription by written notice. This Agreement will continue to govern any Subscription that remains in effect until its expiry.
19. Miscellaneous
19.1. Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Partner’s consent.
19.2. Sub-contracting
Camunda reserves the right to use subcontractors to perform all or part of its obligations under the Agreement, provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the Agreement by any such subcontractor.
19.3. Export, Human Rights, Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any Sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of Sanctions or cause the other Party to violate Sanctions.
19.4. Telemetry Data
"Telemetry Data” means technical data collected in connection with Partner or Customer’s use of Camunda SaaS Enterprise (e.g. browser and client information, accessed pages, API calls, version information), which may include limited Personal Data (such as hashed IP addresses, email addresses and identifiers, including cookies) but is generally aggregated or pseudonymized. Camunda will use Telemetry Data in accordance with applicable law and its Privacy Policy (https://camunda.com/legal/privacy/). Partner or Customer grants Camunda a worldwide right to use and process Telemetry Data to improve its Services, ensure its security and stability, and provide support, without transferring ownership of the data.
19.5. Non-solicitation
During the term of this Agreement and for twelve (12) months thereafter, neither Party shall directly or indirectly solicit or entice away any employee of the other Party or its Affiliates with whom it has had material dealings under this Agreement. This does not prevent either Party from conducting general recruitment not specifically targeted at such employees, or from hiring someone who applies on their own initiative or in response to a general solicitation.
19.6. Notices
All notices under this Agreement shall be delivered by email at customer-success@camunda.com and to Partner at the email address stated in the applicable Order Form. Where law or regulation also requires a hard‑copy notice, it shall be delivered in person or by prepaid certified or registered mail to the Party’s address in this Agreement (or any new address notified in writing).
19.7. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
19.8. Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
19.9. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Partner is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States
federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
Regional Terms for Germany, Austria and Switzerland
Section 18.1-18.3 above (Liability) of this Agreement is deleted in its entirety and replaced with the following:
18.1 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
In no event will the total liability of Camunda and its Affiliates in connection with the Agreement exceed the greater of (i) the total amount of fees paid by the Partner for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
18.2 Limitations
The limitation of liability set out in Section 19.1 above shall not apply to: (i) damages caused negligently or intentionally in connection with the death or injury of persons, (ii) intent or gross negligence, (ii) the infringement of the other Party's intellectual property rights, (iv) payment obligations under this Agreement or (vi) liability under the Product Liability Act.
18.3 Strict Liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch).
18.4 Statute of Limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
19.10. Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
19.11. Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment which shall be signed by the duly authorized Representatives of the Parties (“Addendum”).
19.12. Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement, any Addendum, and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and that the Agreement, any Addendum and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
19.13. Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
19.14. Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days, then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure. Any termination by a Customer does not constitute a Force Majeure Event.
19.15. Joint Venture
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, appoint any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.
19.16. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
Exhibit 1: Reseller Subscription
1. Definitions
Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement and, as applicable, in the Minimum Terms.
Fees means the recurring annual fees that Partner owes to Camunda for the purchase of a Reseller Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Permitted Usage means, for the purpose of this Exhibit, the extent to which Camunda grants, under a Reseller Subscription, licensed rights to Customer in and to the Software and for which Customer is entitled to receive Services. The Permitted Usage is specified in the applicable Order Form and consists of PI, Tenants and/or STP Tenants.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. PI are part of the Permitted Usage.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are part of the Permitted Usage and may be purchased separately as Subscription Upgrades.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
2. Subject Matter
2.1. Affiliates of the Partner can purchase from Camunda (or its relevant Affiliates) a Reseller Subscription and/or Consulting Services and Trainings under the terms and conditions of this Agreement by concluding an Order Form with Camunda (or its relevant Affiliates) and thereby expressly accepting these terms and conditions. In any such case, for the purpose of the relevant Order Form, the respective Partner Affiliate shall be regarded as the "Partner" and, if applicable, the Camunda Affiliate shall be regarded as “Camunda” within the meaning of this Agreement, and this Agreement – insofar as it refers to such Order Form – shall be regarded as a bilateral agreement between Camunda (or the relevant Camunda Affiliate), on the one hand and the Partner Affiliate, on the other.
3. Reseller Subscription
3.1. Purchase of a Reseller Subscription
By signing an Order Form with a Qualified Lead that references this Agreement, Partner purchases a Reseller Subscription as specified in such Order Form and as set forth in this Exhibit.
3.2. Subscription Upgrades
Partner may at any time request that Camunda provides an Order Form (“Upgrade Order Form”) allowing the Partner (on behalf of the Customer) to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (if applicable), upgrade to a higher Customer Success Plan, additional Support Contacts, and others (“Subscription Upgrades”). In case of increased Permitted Usage, upon execution of such Upgrade Order Form, Camunda will provide the Partner with an invoice for the new Fees less the Fees already paid for the current Subscription Term. If the Permitted Usage purchased under a Reseller Subscription is exceeded by the Customer ("Excess Usage"), Camunda shall invoice the Partner for such Excess Usage and move the Customer to the proper tier upon the next renewal of the Reseller Subscription. In case of other Subscription Upgrades, Camunda will invoice the Partner with the applicable Fees as pro-rated for the remaining time of the Subscription Term.
4. License Grant and License Restrictions
4.1. License Grant
Camunda grants the Partner a non-exclusive, non-transferable license to sell to the Customer (a) the rights of use to the Software and (b) the Services, pursuant to the Minimum Terms and the Permitted Usage.The Partner shall expressly not be permitted to use the Software for his own business purposes.
4.2. License restrictions
Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend the Software to any Third Party that is not the Customer; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed in writing on exceptions to this prohibition, or (vii) otherwise use the Software for his own business purposes.
5. Fee
5.1. Payments
During the term of the Agreement, the Partner may purchase Reseller Subscriptions, as well as Consulting Services and Trainings, by concluding Order Forms. Partner will pay the Fees annually in advance as set forth in the Order Form. Partner's obligation to pay for a Reseller Subscription arises, in case of a Camunda Self-Managed Enterprise Subscription, on the date of delivery of the Software to the Customer in accordance with Schedule 2 to the Minimum Terms (Camunda Self-Managed Enterprise) and, in case of a Camunda SaaS Enterprise Subscription, on the date when the Customer has created a Camunda SaaS Enterprise account pursuant to Schedule 3 to the Minimum Terms (Camunda SaaS Enterprise).
5.2. Price increase
Camunda reserves the right to increase the Fees for a Reseller Subscription; however, any such price increase will not apply to the Partner with respect to any contractually agreed Minimum Term.
6. Application of Availability Service Credits in connection with Camunda SaaS Enterprise Subscriptions
If pursuant to the Minimum Terms, Camunda receives an Availability Service Credit request from the Customer and confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the applicable Availability Target, then Camunda shall notify the Partner about such fact and shall apply the Availability Service Credit against the next invoice issued to the Partner related to the relevant Camunda SaaS Enterprise Subscription. For the avoidance of any doubt, Camunda’s obligation to provide Availability Service Credits applies only in connection to a Camunda SaaS Enterprise Subscription, and is subject to the conditions set forth in Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms.
7. Subscription Term
The Minimum Term and Start Date of each Reseller Subscription are specified in each Order Form. After the Minimum Term, the Reseller Subscription shall automatically renew for successive one (1) year terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the Subscription Term.
8. Lead Registration
Partner must register all leads by submitting relevant information concerning the lead via the Camunda Partner Portal. If the lead is accepted by Camunda it will become a “Qualified Lead”. After providing a lead in the Camunda Partner Portal, the Partner will receive a notification of receipt. Camunda will accept or deny the provided lead in writing (via email) within five (5) business days of Partner submitting the lead to Camunda. It’s in Camunda’s sole discretion whether a lead is accepted or denied. A denial can be based on the (non-exhaustive) following reasons:
The lead is already a Camunda customer; or
Camunda already started sales communications with the lead; or
Another Camunda reseller or partner already provided the lead.
If the Partner does not receive an acceptance or denial within these five (5) business days, the lead will be deemed rejected by Camunda. Partner may request clarification about any rejections. Accepted leads become Qualified Leads which are tied to the Partner for a period of nine (9) months after acceptance by Camunda. Camunda will not directly sell the Software or use a reseller or other partner to sell the Software to the Qualified Lead during this period. If Camunda becomes aware of another reseller or partner promoting the Software to an accepted Qualified Lead, Camunda shall notify the conflicting partner or reseller and act to enforce the provision of the registration process defined above. Exceptionally, Camunda may still directly contract with the Qualified Lead or use another reseller or partner to sell the Software to the Qualified Lead if this is reasonably requested by the Qualified Lead.
9. Discounts
9.1. Standard Discount
The Partner will receive a one-off discount on the annual Fee for the first Year of a Subscription, as specified in the relevant Order Form for a new Reseller Subscription (“Standard Discount”). The percentage rate of the Standard Discount is based on the Partner's current tier status and is specified in the Partner Program Guide.
9.2. Renewal Discount and Upgrade Discount
For the renewal of a Reseller Subscription (each year following the first year of a Reseller Subscription), Partner shall receive a renewal discount at a percentage rate determined by the Partner's current tier status as outlined in the Partner Program Guide and applied to the annual Fee specified in the relevant Order Form (“Renewal Discount”). For Subscription Upgrades associated with a Reseller Subscription, Partner shall receive an upgrade discount at a percentage rate based on the Partner's current tier status as outlined in the Partner Program Guide and applied to the increased portion of the annual Fee for the Subscription Upgrade related to the corresponding Order Form (“Upgrade Discount”). If the Fee for the Subscription Upgrade is only invoiced on a pro rata basis for a current Subscription Term, the Upgrade Discount will also be calculated on the basis of this pro-rated Fee for the Subscription Upgrade. In the unlikely event that a Subscription Upgrade does not result in an increase in the Fees, no Upgrade Discount will be provided to the Partner.
9.3. Application of Discounts
The Standard Discount, Renewal Discount and Upgrade Discount (collectively, the “Reseller Discounts”) are granted as part of the relevant Order Form and each of these Reseller Discounts is applied directly against the relevant annual Fee for a Reseller Subscription.
9.4. Changes to Reseller Discounts
The Reseller Discounts are based on the Partner’s current tier status, which is determined pursuant to the tiering program set forth in the Partner Program Guide. The Partner acknowledges and agrees that the percentage rates of the Reseller Discounts may change, particularly if the Partner's tier status changes in the future. In such cases, the updated Reseller Discounts applicable to the Partner will be those specified in the Partner Program Guide or otherwise communicated to Partner by Camunda. It is hereby understood and agreed by the Parties that changes to the applicable Reseller Discounts do not require an amendment to this Agreement.
10. Price List and Volume Discount
10.1. Price List
The applicable fees for all Reseller Subscriptions concluded on the basis of the Agreement shall be determined by the then-current price list internally approved by Camunda (the “Price List”). Upon Partner’s request, Camunda shall provide to the Partner an Order Form for a Reseller Subscription and/or the then-current Price List. Camunda is entitled to change, adjust or replace the Price List at any time. The Partner undertakes to verify with Camunda whether the latest Price List received in connection with a Reseller Subscription is still applicable for any new Reseller Subscriptions or for any renewals or upgrades of a Reseller Subscription. For accepted Qualified Leads in accordance with the registration process (Lead Registration) of this Exhibit, the Price List valid at the time of submission of the lead by Partner shall be applicable.
10.2. Volume Discount
The Price List contains specific maximum volume discounts. These volume discounts define the maximum discount the Partner is permitted to offer to Customers regarding each tier of PI, Tenant and/or STP Tenant. Volume discounts higher than those specified in the price list are only permitted with prior written consent by Camunda.
10.3. Discount verification
For the avoidance of doubt, nothing in this Agreement shall impose any obligation on Partner in relation to the prices charged to Customers. However, if a discount is granted by the Partner, such a discount will also be applied by Camunda on the amounts payable by Partner for the relevant Reseller Subscription but limited to the discount amounts as set out in the Price List. Camunda has the right to request information and documents at any time to verify the correct amount of discount granted by the Partner. If the review reveals that the Partner has granted a lower, higher or has not granted any discount, Camunda may revoke any granted discounts to the same extent, subject to the discount amounts as set out in the Price List. Additionally, the Partner will provide a quarterly report containing all information relating to any current Reseller Subscription. Camunda will provide a template for the required reporting.
11. Minimum Terms
11.1. Unless otherwise specified in this Agreement or any Order Form, the Minimum Terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller state the terms and conditions under which a Customer may obtain the right to use the Software and receive Support and Maintenance Services as part of a Reseller Subscription purchased from the Partner, as well as, if applicable, receive any Consulting Services and Trainings purchased by the Partner for the benefit of the Customer. The Partner therefore acknowledges and agrees that any resale to a Customer of a Reseller Subscription and/or, if applicable, Consulting Services and Trainings shall be solely pursuant to a written contract or, as applicable, an ordering document (such as an order form or purchase order) concluded between the Partner and the Customer which incorporates the link to the Minimum Terms or includes, as an attachment, the hardcopy version of the Minimum Terms (such written agreement or ordering document being further referred to as the “Product Purchase Agreement”). The Customer will be bound to the version of the Minimum Terms available at the time of the execution of the Product Purchase Agreement.
11.2. Partner hereby undertakes to Camunda to incorporate the link to the Minimum Terms in, or attach a hardcopy version of the Minimum Terms to, the Product Purchase Agreement. The Partner shall furthermore ensure that the Product Purchase Agreement reflects the commercial terms agreed upon between the Parties in the Order Form where applicable (e.g. the Start Date of the Subscription). If Partner fails to comply with this obligation, it shall be liable to Camunda for any damage or cost that Camunda has suffered because Camunda did not sell directly to Customer but via the Partner. Partner shall promptly notify Camunda of any violations of the Minimum Terms of which Partner is aware and shall further notify Camunda with respect to the steps Partner has taken, and the steps Partner is planning to take, to stop such violations.
12. Services
Camunda shall provide the Services to the Customer as provided for in the Minimum Terms. Camunda will not provide any Services to Partner.
Effective April 1st 2026 to June 17th 2026
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Table of Contents
1. Acceptance of Terms
THIS PARTNER AGREEMENT (THIS “AGREEMENT”) GOVERNS THE RELATIONSHIP BETWEEN YOU AS A CAMUNDA PARTNER (“PARTNER”, “YOU”, “YOUR” AS IDENTIFIED IN THE ONLINE REGISTRATION FLOW OR APPLICABLE PARTNER ORDER FORM) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 19 (“CAMUNDA”, “WE”, “US”, “OUR”) IN CONNECTION WITH YOUR PARTICIPATION IN THE CAMUNDA PARTNER PROGRAM. BY CLICKING “ACCEPT”, YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH SUPERSEDES AND REPLACES ANY PRIOR OR EXISTING PARTNER AGREEMENT BETWEEN YOU AND CAMUNDA RELATING TO THE SAME SUBJECT MATTER.
CAMUNDA AND PARTNER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND, TOGETHER, AS THE “PARTIES”.
THE PARTIES HERETO AGREE AS FOLLOWS:
2. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Camunda Academy means the online learning platform of Camunda which enables the Partner to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda SaaS Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda Enterprise software hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services and Trainings means the services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1 provided by Camunda in accordance with the terms set forth therein.
Contractor means any Third Party that is performing IT services on Partner’s or Customer´s behalf.
Customer means:(a) in the case of the Partner referring a Third Party to Camunda under this Agreement, the Third Party that contracts directly with Camunda to purchase a subscription for the use of the Software and receipt of Support and Maintenance Services and/or, as applicable, Consulting Services and Trainings; (b) in the case of the Partner purchasing a Reseller Subscription from Camunda under Exhibit 1 hereto, the Third Party to which the Partner resells a Reseller Subscription or Consulting Services and Trainings.
Documentation means guidelines, instructions, and recommended actions for all components of the Software available at https://docs.camunda.io/ or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Partner, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Success Center, Camunda Academy, Trainings and any other Camunda products.
Managed Services means the ongoing management, monitoring, support and, if applicable, hosting, by the Partner, of the Customer’s IT infrastructure, software and applications environment, including the Software or any Solution Package that embeds the Software, and the provision of related system administration, performance monitoring, incident resolution, security management, software updates, backup and disaster recovery, and other support and maintenance activities.
Managed Services Provider means the Partner in its capacity as a provider of Managed Services.
Minimum Terms means the online terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller as stated in Exhibit 1 (Reseller Subscription) hereto, which outlines the terms and conditions under which a Customer may obtain the right to use the Software and receive the Services as part of a Reseller Subscription purchased from the Partner.
Order Form means the ordering document pursuant to which Partner may purchase from Camunda a Subscription and/or any Services under the terms of the relevant Exhibit to this Agreement.
Partner Portal means the Camunda Connect Partner Portal available at https://partnerportal.camunda.com/, which enables Camunda’s partners to have access to Camunda’s sales and product resources and tools, product training information (including certification testing) as well as to other resources that are relevant for a partnership between Camunda and Partner.
Partner Program means Camunda Connect, which is Camunda’s partner program providing expanded support for partners that may implement Camunda’s Software, promote and/or sell the Software.
Partner Program Guide means the Camunda Connect Partner Program Guide, as updated by Camunda from time to time at its discretion, which outlines the Partner Program, and the related framework, requirements and benefits for Camunda’s partners. The then-current applicable version of the Partner Program Guide is made available on Camunda’s Partner Portal.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt) or the bmpn.io license (https://bpmn.io/license/). Public Software provided under this Agreement may include Third-Party Public Software.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Reseller Subscription means a Subscription purchased by the Partner from Camunda for resale to a Customer pursuant to the terms of Exhibit 1 (Reseller Subscription) hereto, and as set out in the relevant Order Form. A Reseller Subscription enables the Customer to use the Software and receive Support and Maintenance Services (as defined in Exhibit 1 hereto) from Camunda during the term of the Subscription, always subject to strict compliance with the Minimum Terms.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be purchased by the Partner from Camunda pursuant to the terms of Exhibit 1, and as set out in the relevant Order Form.
Software means the components that are part of Camunda Enterprise, provided or made accessible by Camunda to Partner or to Customer (via the Partner) under this Agreement, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Partner for its Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation. The Solution Package shall be promoted, offered and/or distributed only as a single product and only for a single combined price, where the Software is capable of being used only in conjunction with the Solution Package. Additionally, the Solution Package must have a single installation routine or be accessible in a single hosted environment.
Support and Maintenance Services means the support and maintenance services provided by Camunda to the Customer pursuant to the Minimum Terms and defined in Exhibit 1. Support and Maintenance Services are provided by Camunda as part of a Subscription.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Version means a Patch Release, Minor Release or Major Release of the Software as defined in the Minimum Terms.
3. SubjectMatter
3.1. This Agreement sets forth the contractual framework for a partnership between the Parties whose purpose is (i) to drive a mutually beneficial go-to-market plan that supports the development of Partner skills, pipeline development and joint revenue and/or (ii) the sale by Camunda and purchase by Partner of Reseller Subscriptions through the conclusion of Order Forms.
3.2. The Parties agree that Partner’s and Camunda’s respective rights and obligations under this Agreement may be extended to any Partner Affiliate and Camunda Affiliate.
4. Structure of the Agreement
Depending on the Partner’s specific business needs, the Reseller Exhibit may be effectively applicable to the Partner Agreement or not.
5. Cooperation and Reporting
5.1. Camunda will make resources available to Partner on a self‑service basis via the Camunda Partner Portal to support Partner’s pre‑sales and sales activities with potential Customers. To offer the best possible solutions to potential Customers, Partner will use the self‑service resources available on the Partner Portal.
5.2. The Partner will provide a written quarterly report to inform Camunda about all current and planned projects of potential Customers related to Camunda Enterprise. This report includes the name of all potential Customers, the specific use cases and any other information related to Camunda Enterprise (subject, however, to applicable confidentiality undertakings binding the Partner). The Partner shall provide the first report with the execution of this Agreement for all current projects.
6. Marketing Plans
The Parties will collaborate in good faith to outline a joint marketing plan during the term of this Agreement. This plan may cover mutually agreed funding for marketing activities such as press releases, user groups, seminars, tradeshows, advertising, collateral, and press or analyst outreach. Examples of potential activities include, without limitation: sponsorship of Camunda‑led events (e.g., CamundaCon), Partner leadership events, co‑hosted webinars, co‑authored whitepapers, introductions to potential Customers, and co‑presentations at tradeshows.
7. Training
Partner will access Camunda training materials and certification exams on demand via the Camunda Partner Academy, where registered partners have unlimited access to the available catalog, as set forth in the Partner Program Guide. The structure and content of such training may change from time to time at Camunda’s discretion. Camunda offers certification testing and encourages Partner to obtain certified accreditations upon completion of product training. Certification is in principle free of charge, though pricing and related costs may change in the future. Once Partner has the requisite number of trained and certified employees, Camunda will grant the corresponding certified partner designation and logo usage rights, in accordance with the Partner Program Guide. Certification renewals, including any validity periods, will follow the then‑current terms in the Partner Program Guide. Notwithstanding the foregoing, Partner may also order customized paid trainings from Camunda via a separate Order Form.
8. Referral Lead
8.1. In the event that Partner wants to refer potential Customers to Camunda, where a contractual relationship will be established directly between Camunda and the potential Customer (“Referral Lead”), Partner can refer these Referral Leads to Camunda by completing the appropriate online registration form available on the Partner Portal. Camunda will evaluate and, if appropriate, accept the Referral Lead in a timely manner.
9. Free Camunda Self-Managed Enterprise License
9.1. During the term of this Agreement, Camunda grants to Partner a free of charge, limited, non-exclusive, non-transferable, non-sublicensable license to use Camunda Self-Managed Enterprise for sales purposes only (showcases, prototypes etc.) (“Free Camunda Self-Managed Enterprise License”). Usage for other purposes, including but not limited to the productive use for internal processes or end customer solutions, is explicitly excluded and allowed only if it has been agreed upon in a specific written agreement.
9.2. Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of Camunda Self-Managed Enterprise, except as permitted by law; (ii) modify or copy any part of Camunda Self-Managed Enterprise; (iii) use Camunda Self-Managed Enterprise for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend Camunda Self-Managed Enterprise as such or as part of a Solution Package to any Third Party; (v) circumvent any restrictions on use of Camunda Self-Managed Enterprise, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) use Camunda Self-Managed Enterprise other than in accordance with this Agreement or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (vii) use Camunda Self-Managed Enterprise in order to create a product or service that competes with Camunda´s general offering in the market or provide the Software to an Affiliate or a Third Party in order to do so; and (viii) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed on exceptions to this prohibition.
9.3. Camunda shall provide Camunda Self-Managed Enterprise to Partner in object code only; no physical format shall be delivered. Promptly after execution of this Agreement, Camunda will provide the Partner with the license key to the Software, which the Partner will be able to access electronically under https://docs.camunda.io. This shall also apply to a Subscription.
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not this Agreement. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software license. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to under this Agreement. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Partner shall be responsible for its compliance with all Public Software licenses included in the Software.
10. Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER AND/OR CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO PARTNER AND/OR CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
11. Use of Logos and Brand Names
Each Party may use the other Party’s logo and brand name for the duration and purpose of this Agreement, solely to illustrate the partnership, and always in accordance with the other Party’s applicable brand and logo guidelines.
12. Free Packages
12.1. The Parties agree that the primary objective should be to promote and sell a Subscription to use Camunda Enterprise and receive related services to potential Customers and that any offer in connection with the Camunda Enterprise - Community or any other free packaging of Camunda Enterprise (together, the “Free Packages”) according to this Section is an exceptional case. Only with Camunda's prior written consent can the Partner offer Solution Packages based on the Free Packages or provide services related to the Free Packages to its customers. Services related to the Free Packages shall include, without limitation, customization, programming, support and maintenance of the customer´s platform, integration, development of software programs, support of customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of defects which Partner provides for a customer in connection with the Free Packages. This requires that the Partner informs Camunda in advance that it wants to either offer Solution Packages based on the Free Packages or provide services related to them. In this notice, the Partner must describe the specific use case for the Solution Package and outline why the Free Packages must be used or why the customer only needs services related to the Free Packages.
13. Intellectual Property Ownership
13.1. Each Party retains all right, title and interest in and to its intellectual property rights, including patents, trademarks, trade secrets, copyrights, and know-how and Camunda retains all right, title and interest in and to any work product created in the course of providing the Software or Services. This Agreement does not grant the Partner any ownership rights in the Software or any related intellectual property.
13.2. Partner grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback provided by Partner for any purpose without compensation. To the maximum extent permitted by law, Partner waives any rights in any results or derivative works arising from Camunda's use of such Feedback.
14. Fee
14.1. Payments
Unless otherwise agreed in this Agreement, Partner agrees to pay any fees owed to Camunda under the Agreement within thirty (30) days of the date of Camunda’s invoice (the “Payment Due Date”).
14.2. Taxes
All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales taxes and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Partner, or Partner will present an exemption certificate acceptable to the tax authorities. Despite the foregoing, Partner will not be liable for taxes imposed on Camunda based on Camunda’s income.
14.3. Payment through a Paying Agent
The Parties agree that the Partner may pay any fees owed to Camunda under the Agreement through a Third Party (“Paying Agent”) provided that Partner takes full responsibility for all acts or omissions of its Paying Agent. Where Partner pays the fees through a Paying Agent, Partner and Camunda will execute an Order Form which shows the Paying Agent as the "bill to" party. Camunda will not be responsible for the fulfillment of the obligations between any Paying Agent and Partner or for any Third-Party products or services furnished to Partner by the Paying Agent.
15. Confidential Information
15.1. Confidentiality
“Confidential Information” means any information materials owned or possessed by the disclosing Party (“Discloser”) or its Affiliates, advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under this Agreement, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
15.2. Disclosure and Use Exception
Any information which the Recipient can show by adequate evidence (i) is or becomes available to the general public through no fault of the Recipient; (ii) was known to the Recipient before disclosure without obligation of confidentiality; (iii) is disclosed to the Recipient without restriction on disclosure by a third party having a lawful right to disclose such information; or (iv) is independently developed by the Recipient, without use of Discloser’s Confidential Information, or (v) is feedback voluntarily given to the Recipient about Recipient’s products or services, shall not be considered Confidential Information of the time such exception applies.
Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives at any time, even prior to entering into this Agreement.
With respect to the Discloser’s Confidential Information, Recipient shall use at least the same procedures to prevent the unauthorized disclosure, use, or reproduction used to protect its Confidential Information, and in any event not less than reasonable care.
Recipient shall not disclose, directly or indirectly, any Confidential Information to any person, except its own and its Affiliates employees, management, Representatives, having a need to know, provided such Representatives (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement.
Recipient will not reverse-engineer, decompile, or disassemble any Confidential Information received from Discloser.
No disclosures of Confidential Information or any provision of this Agreement shall constitute the grant of any express or implied license or right of the Recipient to use the Confidential Information, other than for the purpose of this Agreement. All Confidential Information remains the property of the Discloser and no copyrights, trademark rights, rights into patents, trade secrets or any other intellectual property are granted.
15.3. Compelled Disclosure
The Recipient or any of its Affiliates or the Representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or the Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that protections under applicable law are applied.
15.4. Return of Confidential Information
Upon expiration or termination of this Agreement for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with the internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
16. Data Protection
16.1. Both Parties will comply with the data protection laws applicable to their roles under this Agreement, including but not limited to the California (CCPA and CPRA) data protection laws and GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations.
16.2. If Partner or Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or end customers, that require a data processing agreement (“DPA”) under the applicable law, it shall notify Camunda in advance so that the Parties can incorporate a DPA as an Exhibit to this Agreement based on the https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
17. Liability
17.1. Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
17.2. Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS 250,000 USD (OR EQUIVALENT AMOUNT IN EUR).
17.3. Applicability
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND SHALL BE APPLICABLE TO ALL AFFILIATES AND REPRESENTATIVES OF THE PARTIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
18. Term and Termination
18.1. Term of Agreement
The term of this Agreement is 1 year. After the initial term, the Agreement shall be automatically renewed by one year at a time unless terminated by either Party in writing at the end of the respective term by giving three (3) months' prior written notice.
18.2. Either Party may terminate this Agreement, together with all related Subscriptions and Order Forms, (i) if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice, or (ii) subject to applicable law, if the other Party is dissolved, liquidated, becomes insolvent or subject to bankruptcy or similar proceedings, makes a general assignment for the benefit of creditors, or has a trustee, receiver or similar officer appointed for a substantial part of its assets.
In addition, Camunda may terminate this Agreement, all Subscriptions and all related Order Forms if Partner fails to pay any Fees and does not cure such non‑payment within ten (10) days after Camunda’s written notice. Upon expiry or termination of this Agreement, existing Subscriptions will generally remain in force until the end of their then‑current Subscription Term; however, if termination results from a material breach by Partner and, given the nature of that breach, it would be unreasonable to expect Camunda to continue performance, Camunda may also terminate any then‑current Subscription by written notice. This Agreement will continue to govern any Subscription that remains in effect until its expiry.
19. Miscellaneous
19.1. Assignment
Camunda may assign this Agreement or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, neither Party shall assign, transfer or sublicense any obligation or benefit under this Agreement or any Order Form whether by operation of law or otherwise, without the other Party’s written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or any Order Form or parts of the rights and obligations of this Agreement or any Order Form solely to Camunda’s Affiliates, without the requirement of Partner’s consent.
19.2. Sub-contracting
Camunda reserves the right to use subcontractors to perform all or part of its obligations under the Agreement, provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the Agreement by any such subcontractor.
19.3. Export, Human Rights, Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any Sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of Sanctions or cause the other Party to violate Sanctions.
19.4. Telemetry Data
"Telemetry Data” means technical data collected in connection with Partner or Customer’s use of Camunda SaaS Enterprise (e.g. browser and client information, accessed pages, API calls, version information), which may include limited Personal Data (such as hashed IP addresses, email addresses and identifiers, including cookies) but is generally aggregated or pseudonymized. Camunda will use Telemetry Data in accordance with applicable law and its Privacy Policy (https://camunda.com/legal/privacy/). Partner or Customer grants Camunda a worldwide right to use and process Telemetry Data to improve its Services, ensure its security and stability, and provide support, without transferring ownership of the data.
19.5. Non-solicitation
During the term of this Agreement and for twelve (12) months thereafter, neither Party shall directly or indirectly solicit or entice away any employee of the other Party or its Affiliates with whom it has had material dealings under this Agreement. This does not prevent either Party from conducting general recruitment not specifically targeted at such employees, or from hiring someone who applies on their own initiative or in response to a general solicitation.
19.6. Notices
All notices under this Agreement shall be delivered by email at customer-success@camunda.com and to Partner at the email address stated in the applicable Order Form. Where law or regulation also requires a hard‑copy notice, it shall be delivered in person or by prepaid certified or registered mail to the Party’s address in this Agreement (or any new address notified in writing).
19.7. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
19.8. Severability
In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of this Agreement. The same shall apply in the event of any omission from this Agreement where a clause is required by applicable law.
19.9. Contracting Party, Governing Law, Venue and Conflict Resolution
The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Partner is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim.
THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer Domicile
Camunda entity entering into this Agreement
Governing Law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States
federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of Germany, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd Moorcrofts LLP Thames
House, Mere Park, Dedmere
Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
In the event of a conflict, claim or controversy arising out of or in connection with this Agreement or the use of the Software, (“Dispute”), the Parties shall engage in good faith negotiations with the other Party to seek an amicable settlement. If the Parties are unable to resolve the Dispute within the thirty (30) days after the first request to engage in good faith negotiations, then the Parties may agree to undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law in accordance with the Governing Law and Venue in this Agreement. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
Regional Terms for Germany, Austria and Switzerland
Section 18.1-18.3 above (Liability) of this Agreement is deleted in its entirety and replaced with the following:
18.1 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
In no event will the total liability of Camunda and its Affiliates in connection with the Agreement exceed the greater of (i) the total amount of fees paid by the Partner for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
18.2 Limitations
The limitation of liability set out in Section 19.1 above shall not apply to: (i) damages caused negligently or intentionally in connection with the death or injury of persons, (ii) intent or gross negligence, (ii) the infringement of the other Party's intellectual property rights, (iv) payment obligations under this Agreement or (vi) liability under the Product Liability Act.
18.3 Strict Liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch).
18.4 Statute of Limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
19.10. Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
19.11. Amendments
This Agreement may be modified, replaced or rescinded only by a written amendment which shall be signed by the duly authorized Representatives of the Parties (“Addendum”).
19.12. Representation of Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement, any Addendum, and any respective Order Form and the performance of such Party’s obligations thereunder have been duly authorized and that the Agreement, any Addendum and any respective Order Form is validly and legally binding on such Party and enforceable in accordance with its terms.
19.13. Entire Agreement
This Agreement, together with any Order Forms executed by the Parties, each as may be amended from time to time as provided herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede, and their terms govern, all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, agreements, or other communications between the Parties, oral or written, regarding such subject matter. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the transaction thereunder) as amended (if applicable) and (ii) this Agreement and (ii) this Agreement, including its Exhibits and amendments.
19.14. Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber-attacks, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances giving rise to the Event of Force Majeure. The Party affected by a Force Majeure Event shall take all reasonable actions to minimize the consequences of any such event. If a default due to an Event of Force Majeure shall continue for more than thirty (30) days, then the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure. Any termination by a Customer does not constitute a Force Majeure Event.
19.15. Joint Venture
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, appoint any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.
19.16. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
Exhibit 1: Reseller Subscription
1. Definitions
Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement and, as applicable, in the Minimum Terms.
Fees means the recurring annual fees that Partner owes to Camunda for the purchase of a Reseller Subscription (including, if applicable, recurring fees for Subscription Upgrades or for any recurring Services that may be offered by Camunda from time to time) and, if applicable, any fees for any Consulting Services and Trainings provided by Camunda.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Permitted Usage means, for the purpose of this Exhibit, the extent to which Camunda grants, under a Reseller Subscription, licensed rights to Customer in and to the Software and for which Customer is entitled to receive Services. The Permitted Usage is specified in the applicable Order Form and consists of PI, Tenants and/or STP Tenants.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. PI are part of the Permitted Usage.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are part of the Permitted Usage and may be purchased separately as Subscription Upgrades.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
2. Subject Matter
2.1. Affiliates of the Partner can purchase from Camunda (or its relevant Affiliates) a Reseller Subscription and/or Consulting Services and Trainings under the terms and conditions of this Agreement by concluding an Order Form with Camunda (or its relevant Affiliates) and thereby expressly accepting these terms and conditions. In any such case, for the purpose of the relevant Order Form, the respective Partner Affiliate shall be regarded as the "Partner" and, if applicable, the Camunda Affiliate shall be regarded as “Camunda” within the meaning of this Agreement, and this Agreement – insofar as it refers to such Order Form – shall be regarded as a bilateral agreement between Camunda (or the relevant Camunda Affiliate), on the one hand and the Partner Affiliate, on the other.
3. Reseller Subscription
3.1. Purchase of a Reseller Subscription
By signing an Order Form with a Qualified Lead that references this Agreement, Partner purchases a Reseller Subscription as specified in such Order Form and as set forth in this Exhibit.
3.2. Subscription Upgrades
Partner may at any time request that Camunda provides an Order Form (“Upgrade Order Form”) allowing the Partner (on behalf of the Customer) to purchase Subscription Upgrades such as increased Permitted Usage, additional Hosting Packages (if applicable), upgrade to a higher Customer Success Plan, additional Support Contacts, and others (“Subscription Upgrades”). In case of increased Permitted Usage, upon execution of such Upgrade Order Form, Camunda will provide the Partner with an invoice for the new Fees less the Fees already paid for the current Subscription Term. If the Permitted Usage purchased under a Reseller Subscription is exceeded by the Customer ("Excess Usage"), Camunda shall invoice the Partner for such Excess Usage and move the Customer to the proper tier upon the next renewal of the Reseller Subscription. In case of other Subscription Upgrades, Camunda will invoice the Partner with the applicable Fees as pro-rated for the remaining time of the Subscription Term.
4. License Grant and License Restrictions
4.1. License Grant
Camunda grants the Partner a non-exclusive, non-transferable license to sell to the Customer (a) the rights of use to the Software and (b) the Services, pursuant to the Minimum Terms and the Permitted Usage.The Partner shall expressly not be permitted to use the Software for his own business purposes.
4.2. License restrictions
Except as expressly authorized in this Agreement, Partner will not, and will not permit any Affiliate or Third Party to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) transfer, sell, hire out, lease, distribute, sublicense or lend the Software to any Third Party that is not the Customer; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless the Parties have agreed in writing on exceptions to this prohibition, or (vii) otherwise use the Software for his own business purposes.
5. Fee
5.1. Payments
During the term of the Agreement, the Partner may purchase Reseller Subscriptions, as well as Consulting Services and Trainings, by concluding Order Forms. Partner will pay the Fees annually in advance as set forth in the Order Form. Partner's obligation to pay for a Reseller Subscription arises, in case of a Camunda Self-Managed Enterprise Subscription, on the date of delivery of the Software to the Customer in accordance with Schedule 2 to the Minimum Terms (Camunda Self-Managed Enterprise) and, in case of a Camunda SaaS Enterprise Subscription, on the date when the Customer has created a Camunda SaaS Enterprise account pursuant to Schedule 3 to the Minimum Terms (Camunda SaaS Enterprise).
5.2. Price increase
Camunda reserves the right to increase the Fees for a Reseller Subscription; however, any such price increase will not apply to the Partner with respect to any contractually agreed Minimum Term.
6. Application of Availability Service Credits in connection with Camunda SaaS Enterprise Subscriptions
If pursuant to the Minimum Terms, Camunda receives an Availability Service Credit request from the Customer and confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the applicable Availability Target, then Camunda shall notify the Partner about such fact and shall apply the Availability Service Credit against the next invoice issued to the Partner related to the relevant Camunda SaaS Enterprise Subscription. For the avoidance of any doubt, Camunda’s obligation to provide Availability Service Credits applies only in connection to a Camunda SaaS Enterprise Subscription, and is subject to the conditions set forth in Section 8 of Schedule 3 (Camunda SaaS Enterprise) to the Minimum Terms.
7. Subscription Term
The Minimum Term and Start Date of each Reseller Subscription are specified in each Order Form. After the Minimum Term, the Reseller Subscription shall automatically renew for successive one (1) year terms unless terminated by either Party by providing written notice of non-renewal at least three (3) months prior to the end of the Subscription Term.
8. Lead Registration
Partner must register all leads by submitting relevant information concerning the lead via the Camunda Partner Portal. If the lead is accepted by Camunda it will become a “Qualified Lead”. After providing a lead in the Camunda Partner Portal, the Partner will receive a notification of receipt. Camunda will accept or deny the provided lead in writing (via email) within five (5) business days of Partner submitting the lead to Camunda. It’s in Camunda’s sole discretion whether a lead is accepted or denied. A denial can be based on the (non-exhaustive) following reasons:
The lead is already a Camunda customer; or
Camunda already started sales communications with the lead; or
Another Camunda reseller or partner already provided the lead.
If the Partner does not receive an acceptance or denial within these five (5) business days, the lead will be deemed rejected by Camunda. Partner may request clarification about any rejections. Accepted leads become Qualified Leads which are tied to the Partner for a period of nine (9) months after acceptance by Camunda. Camunda will not directly sell the Software or use a reseller or other partner to sell the Software to the Qualified Lead during this period. If Camunda becomes aware of another reseller or partner promoting the Software to an accepted Qualified Lead, Camunda shall notify the conflicting partner or reseller and act to enforce the provision of the registration process defined above. Exceptionally, Camunda may still directly contract with the Qualified Lead or use another reseller or partner to sell the Software to the Qualified Lead if this is reasonably requested by the Qualified Lead.
9. Discounts
9.1. Standard Discount
The Partner will receive a one-off discount on the annual Fee for the first Year of a Subscription, as specified in the relevant Order Form for a new Reseller Subscription (“Standard Discount”). The percentage rate of the Standard Discount is based on the Partner's current tier status and is specified in the Partner Program Guide.
9.2. Renewal Discount and Upgrade Discount
For the renewal of a Reseller Subscription (each year following the first year of a Reseller Subscription), Partner shall receive a renewal discount at a percentage rate determined by the Partner's current tier status as outlined in the Partner Program Guide and applied to the annual Fee specified in the relevant Order Form (“Renewal Discount”). For Subscription Upgrades associated with a Reseller Subscription, Partner shall receive an upgrade discount at a percentage rate based on the Partner's current tier status as outlined in the Partner Program Guide and applied to the increased portion of the annual Fee for the Subscription Upgrade related to the corresponding Order Form (“Upgrade Discount”). If the Fee for the Subscription Upgrade is only invoiced on a pro rata basis for a current Subscription Term, the Upgrade Discount will also be calculated on the basis of this pro-rated Fee for the Subscription Upgrade. In the unlikely event that a Subscription Upgrade does not result in an increase in the Fees, no Upgrade Discount will be provided to the Partner.
9.3. Application of Discounts
The Standard Discount, Renewal Discount and Upgrade Discount (collectively, the “Reseller Discounts”) are granted as part of the relevant Order Form and each of these Reseller Discounts is applied directly against the relevant annual Fee for a Reseller Subscription.
9.4. Changes to Reseller Discounts
The Reseller Discounts are based on the Partner’s current tier status, which is determined pursuant to the tiering program set forth in the Partner Program Guide. The Partner acknowledges and agrees that the percentage rates of the Reseller Discounts may change, particularly if the Partner's tier status changes in the future. In such cases, the updated Reseller Discounts applicable to the Partner will be those specified in the Partner Program Guide or otherwise communicated to Partner by Camunda. It is hereby understood and agreed by the Parties that changes to the applicable Reseller Discounts do not require an amendment to this Agreement.
10. Price List and Volume Discount
10.1. Price List
The applicable fees for all Reseller Subscriptions concluded on the basis of the Agreement shall be determined by the then-current price list internally approved by Camunda (the “Price List”). Upon Partner’s request, Camunda shall provide to the Partner an Order Form for a Reseller Subscription and/or the then-current Price List. Camunda is entitled to change, adjust or replace the Price List at any time. The Partner undertakes to verify with Camunda whether the latest Price List received in connection with a Reseller Subscription is still applicable for any new Reseller Subscriptions or for any renewals or upgrades of a Reseller Subscription. For accepted Qualified Leads in accordance with the registration process (Lead Registration) of this Exhibit, the Price List valid at the time of submission of the lead by Partner shall be applicable.
10.2. Volume Discount
The Price List contains specific maximum volume discounts. These volume discounts define the maximum discount the Partner is permitted to offer to Customers regarding each tier of PI, Tenant and/or STP Tenant. Volume discounts higher than those specified in the price list are only permitted with prior written consent by Camunda.
10.3. Discount verification
For the avoidance of doubt, nothing in this Agreement shall impose any obligation on Partner in relation to the prices charged to Customers. However, if a discount is granted by the Partner, such a discount will also be applied by Camunda on the amounts payable by Partner for the relevant Reseller Subscription but limited to the discount amounts as set out in the Price List. Camunda has the right to request information and documents at any time to verify the correct amount of discount granted by the Partner. If the review reveals that the Partner has granted a lower, higher or has not granted any discount, Camunda may revoke any granted discounts to the same extent, subject to the discount amounts as set out in the Price List. Additionally, the Partner will provide a quarterly report containing all information relating to any current Reseller Subscription. Camunda will provide a template for the required reporting.
11. Minimum Terms
11.1. Unless otherwise specified in this Agreement or any Order Form, the Minimum Terms available at https://legal.camunda.com/licensing-and-other-legal-terms#minimum-terms-reseller state the terms and conditions under which a Customer may obtain the right to use the Software and receive Support and Maintenance Services as part of a Reseller Subscription purchased from the Partner, as well as, if applicable, receive any Consulting Services and Trainings purchased by the Partner for the benefit of the Customer. The Partner therefore acknowledges and agrees that any resale to a Customer of a Reseller Subscription and/or, if applicable, Consulting Services and Trainings shall be solely pursuant to a written contract or, as applicable, an ordering document (such as an order form or purchase order) concluded between the Partner and the Customer which incorporates the link to the Minimum Terms or includes, as an attachment, the hardcopy version of the Minimum Terms (such written agreement or ordering document being further referred to as the “Product Purchase Agreement”). The Customer will be bound to the version of the Minimum Terms available at the time of the execution of the Product Purchase Agreement.
11.2. Partner hereby undertakes to Camunda to incorporate the link to the Minimum Terms in, or attach a hardcopy version of the Minimum Terms to, the Product Purchase Agreement. The Partner shall furthermore ensure that the Product Purchase Agreement reflects the commercial terms agreed upon between the Parties in the Order Form where applicable (e.g. the Start Date of the Subscription). If Partner fails to comply with this obligation, it shall be liable to Camunda for any damage or cost that Camunda has suffered because Camunda did not sell directly to Customer but via the Partner. Partner shall promptly notify Camunda of any violations of the Minimum Terms of which Partner is aware and shall further notify Camunda with respect to the steps Partner has taken, and the steps Partner is planning to take, to stop such violations.
12. Services
Camunda shall provide the Services to the Customer as provided for in the Minimum Terms. Camunda will not provide any Services to Partner.
Online Minimum Terms
Version
Effective July 1st 2026
Download
Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or partner-reseller (the “Reseller”) of a Subscription or Consulting Services provided by Camunda is governed by either a written agreement between You and the Reseller or an Order Form (each, a “Product Purchase Agreement”), which incorporates these Online Minimum Terms (the “Minimum Terms”) by link or attachment. These Minimum Terms are binding between You and Camunda only to the extent that a valid agreement exists between Camunda and the Reseller authorizing the Reseller to resell Subscriptions or Consulting Services to You.
The version of these Minimum Terms applicable to You is the version in effect at the time of signature of the applicable Product Purchase Agreement.
Customer and Camunda are each referred to as a "Party" and collectively as the "Parties".
These Minimum Terms set forth the terms and conditions on which You are granted the right to use or access the Software and receive the Support and Maintenance Services under Your Subscription, and/or receive Consulting Services.
1. Definitions
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
AI Agent means AI that, with an increased degree of autonomy, is capable of independently planning and taking actions to pursue a specified objective without human intervention - including by (a) triggering actions without renewed human approval, (b) engaging in independent or continuous planning, and (c) orchestrating or controlling tools, systems or sub-agents with write or execution rights - and that therefore goes beyond a merely reactive chatbot, irrespective of technology, implementation, provider or designation.
AI Service Provider means any third-party provider that provides or hosts AI Models which Camunda selects and makes available as part of the AI Services. It does not include providers selected or contracted by Customer or models brought under a bring-your-own-model approach.
AI Services means all services provided by Camunda under or in connection with these Minimum Terms that incorporate, rely on or are enabled by AI, including Camunda's application and orchestration layer and AI-enabled features such as AI-assisted process modelling, document processing and AI Agent orchestration, regardless of whether the underlying AI Models are AI Service Providers or AI Models selected by Customer or provided by Customer under a bring-your-own-model approach.
Business Hour means 9:00 AM to 5:00 PM in the Selected Time Zone, on Monday through Friday, except where the applicable Order Form specifies otherwise or where the Customer is located in a jurisdiction where the standard business week runs Sunday through Thursday (including Israel and the GCC states).
Camunda means the Camunda entity set out in the Subsection "Camunda Entity, Governing Law and Venue" of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete Trainings.
Camunda SaaS Enterprise means the Camunda edition as described in the Documentation and hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda as described in the Documentation.
Confidential Information means any information or materials owned or possessed by the disclosing Party or its Affiliates (“Discloser”), advisors, customers and Representatives (written or oral, tangible or intangible, in any magnetic or electronic stored form) disclosed to the receiving Party (“Recipient”) under these Minimum Terms, including, but not limited to any scientific or technical information, technology, designs, software programs, source code, object code, flow charts, and databases; any marketing strategies, plans, financial information or any other information that should reasonably be considered as Confidential Information by the Parties and all copies and summaries thereof. Such information may be related to the Discloser’s past, present, or future business activities.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services) hereto.
Contractor means any Third Party that is performing IT services on a Party's behalf.
Customer Content means all data, information and materials provided or made accessible to Camunda by or on behalf of Customer in connection with the AI Services, including data used for training or fine-tuning AI Models, prompts and other inputs, and configuration materials. It does not include Customer Output.
Customer Output means any content, predictions, results or other outputs generated by or through the AI Services for or in connection with Customer.
Deliverables means the defined outcomes or work products to be produced by Camunda as part of Professional Services, as further described in the applicable Statement of Work (“SOW”).
Documentation means guidelines, instructions, specifications, requirements and recommended actions for all components of the Software available at https://docs.camunda.io or for older Major Releases under https://docs.camunda.org/manual/latest/. The Documentation will be provided to the Customer electronically and in English.
Error has the meaning set out in Schedule 1 (Support and Maintenance Services) to these Minimum Terms.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software and Services and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains new features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the initial term of a Subscription, as specified in the Order Form. The Minimum Term begins on the Start Date and has a duration of at least one (1) year.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the ordering document pursuant to which the Customer purchases a Subscription and/or Consulting Services from the Reseller and which references these Minimum Terms. Each Order Form is deemed to reflect the terms agreed between Camunda and the Reseller in respect of the relevant Subscription and/or Consulting Services (including commercial terms, but excluding the pricing terms and any other terms inherent to the Reseller-Customer commercial relationship). Any such terms, and any other terms in an Order Form that have not been agreed between Camunda and the Reseller, are not binding on Camunda.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants, STP Tenants, together with any defined License Scope, in each case to the extent specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable natural person. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et seq. (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately.
Prohibited AI Use means any use of the AI Services that (a) qualifies as a prohibited AI practice or deployment of a high-risk AI system under EU Regulation 2024/1689 (the “AI Act”), or (b) is prohibited, restricted, or requires specific compliance measures under any applicable AI law, regulation, or binding regulatory framework in the relevant jurisdiction.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to, the Apache 2.0 license, the Camunda License, or the bpmn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Public Software copyrighted by a Third Party, which is also referred to as “Third-Party Public Software”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Consulting Services.
Software means the components that are part of Camunda SaaS Enterprise and/or Camunda Self-Managed Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
STP Tenant means a Straight Through Processing Tenant. STP Tenants may only be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants may be purchased separately as Subscription upgrades.
Subscription means Customer's right, for the Subscription Term, to use or access the Software and to receive Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms, including any Order Form.
Subscription Term means the term of a Subscription, consisting of the Minimum Term and any Renewal Term(s).
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Tenant means a logically isolated environment within the Software with separate data, configuration, and user permissions.
Third Party means any legal or natural person who is not a Party to these Minimum Terms and who is not an Affiliate of any of the Parties.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services).
2.2 Provision of Consulting Services
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services pursuant to the terms of Schedule 2 (Consulting Services) hereto.
3. Warranty
3.1 Services and Software Warranty
Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) for sixty (60) days from the Start Date of the Subscription, the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. This Subsection states Customer's exclusive remedy for any breach of this warranty. Any claims for damages are subject to the limitations set forth under Section 9 (Liability) below.
3.2 AI Services Warranty
Camunda warrants that the functionalities of the AI Services within its own sphere of responsibility - in particular its application and orchestration layer and AI-enabled features developed and operated by Camunda - will perform materially in accordance with the applicable service description and Documentation during the Subscription Term. Camunda does not warrant the functionality, accuracy, availability or performance of any AI Model as such, including the quality or completeness of Customer Output to the extent attributable to the AI Model rather than to Camunda's own sphere of responsibility, or any defect attributable to components outside Camunda's sphere of responsibility. This does not affect Camunda's responsibility for the careful selection and integration of AI Models it makes available as part of the AI Services.
3.3 Exclusions
The above warranties do not apply where: (a) Customer has not applied an available Software update that would have resolved the non-conformity; (b) the Software has been modified other than by or on behalf of Camunda; or (c) the Software is used in a manner inconsistent with these Minimum Terms or the Documentation (including applicable system specifications).
3.4 DISCLAIMER
EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND THESE MINIMUM TERMS ARE FOR SERVICES, NOT THE SALE OF GOODS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN STATEMENT BY CAMUNDA OR ITS REPRESENTATIVES CREATES ANY WARRANTY BEYOND WHAT IS EXPRESSLY WARRANTED ABOVE. WHERE MANDATORY APPLICABLE LAW LIMITS THIS DISCLAIMER, IT APPLIES TO THE FULLEST EXTENT PERMITTED BY THAT LAW. WHERE A COURT CHARACTERISES THESE MINIMUM TERMS AS A RENTAL OR LEASE OF SOFTWARE, ANY STATUTORY RENT-REDUCTION RIGHTS ARE LIMITED TO THE REMEDY SET OUT IN THE SOLE REMEDY CLAUSE ABOVE TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THIS CLAUSE LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
4. Confidential Information
4.1 Obligations
The Recipient shall protect Confidential Information using at least the same care it applies to its own Confidential Information, use it solely for the purposes of these Minimum Terms, and not disclose it to any third party except to its Affiliates, employees and Representatives who need to know for purposes of these Minimum Terms and are bound by confidentiality obligations no less protective than those set out here. Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already known to the Recipient without a confidentiality obligation; (iii) is received from a third party free of any restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.
4.2 Compelled Disclosure; Return
If required by law or court order to disclose Confidential Information, the Recipient shall, to the extent permitted by law, give the Discloser prompt prior written notice and reasonably cooperate with any effort to seek a protective order or other remedy. Upon request by Discloser, the Recipient shall promptly return or destroy the Discloser's Confidential Information, except where retention is required by law or as part of routine backup or archival systems, in which case these obligations continue to apply.
4.3 No License
Nothing in these Minimum Terms grants the Recipient any rights in or to the Discloser's Confidential Information beyond the limited right to use it for the purposes of these Minimum Terms.
5. Privacy and Data
Both Parties will comply with data protection laws applicable to their respective roles under these Minimum Terms. Unless otherwise agreed in writing, neither Party is required to provide personal data beyond limited account setup information (e.g. name, email address). If Customer intends to share additional personal data requiring a data processing agreement (“DPA”) under applicable law, it shall notify Camunda in advance so the Parties can enter into Camunda's standard DPA available at https://legal.camunda.com/#data-processing-agreement. Camunda will maintain reasonable and appropriate technical and organizational security measures to ensure the security and confidentiality of any personal data processed under these Minimum Terms. Where AI Services are used, Customer acknowledges that Customer Content (including any personal data therein) may be disclosed to AI Service Providers. Camunda warrants that it has entered into data processing agreements with all such AI Service Providers consistent with the requirements of the applicable DPA, and shall use commercially reasonable efforts to restrict AI Service Providers from training on Customer Content without Customer's express permission.
6. Intellectual Property
Each Party retains all right, title, and interest in its own intellectual property, whether pre-existing or developed independently of these Minimum Terms. No such rights are transferred to the other Party under these Minimum Terms. Unless an Order Form or SOW states otherwise, Customer owns Deliverables created specifically for Customer under Professional Services. To the extent Camunda intellectual property is incorporated in a Deliverable, Camunda grants Customer a worldwide, non-exclusive, non-transferable, royalty-free, perpetual license to use it solely as incorporated in the Deliverable for Customer's internal business purposes. Where Customer adopts a bring-your-own-model approach, Customer is solely responsible for obtaining all necessary rights and complying with the applicable provider's terms. Customer may, but is not obligated to, provide Feedback to Camunda. If Customer provides Feedback, Customer grants Camunda a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose without restriction or compensation. To the fullest extent permitted by law, Customer waives all rights in any results or derivative works arising from Camunda's use of Feedback.
7. Artificial Intelligence
7.1 Usage Guidelines
Where Customer uses or procures AI Services, the applicable usage guidelines are set out in the Documentation, which Camunda may update from time to time on reasonable advance notice to reflect legal or technical developments.
7.2 Risk Classification
Camunda does not provide the AI Services for any Prohibited AI Use. Camunda may adjust its internal risk classification at any time where required or reasonably appropriate for technical, economic, or regulatory reasons. The AI Services are not designed or intended for any Prohibited AI Use. Customer agrees not to deploy or configure the AI Services in a manner that would constitute a Prohibited AI Use. Where Customer's actions cause the AI Services to constitute a Prohibited AI Use, Customer bears sole compliance responsibility under applicable law and Camunda is not deemed the provider or deployer of such system; Camunda has no obligation to cooperate in or facilitate such use unless expressly agreed in writing for a specific use case.
7.3 AI Data and Output Rights
Customer grants Camunda a non-exclusive, worldwide, perpetual, transferable and sublicensable license to use Customer Content, Customer Output and Telemetry Data for the purposes of (i) providing the AI Services, (ii) training, validating and testing AI used by Camunda, and (iii) developing, improving and enhancing the AI Services and the Software. To the extent any intellectual property rights in Customer Output arise with Camunda, Camunda grants Customer a non-exclusive, worldwide, perpetual, transferable and sublicensable license to use Customer Output for Customer's own business purposes, including incorporating it into Customer's products and services and making it available to Affiliates and third parties in the ordinary course of business.
7.4 AI Agents
This Subsection applies where the AI Services include an AI Agent. Customer is responsible for defining and configuring the goals, scope of functionality, permissions, tools, data sources and integration of any AI Agent within its environment. Customer warrants and shall ensure through effective technical and organizational measures that (a) no AI Agent will be configured to autonomously change its own risk category under any applicable AI law or regulation without human intervention, and (b) no AI Agent will be used to perform any Prohibited AI Use. Customer shall maintain effective human oversight over any AI Agent it deploys, including ensuring that a qualified person can monitor, intervene in, and terminate the AI Agent's operation at any time and maintain documented processes for regular review. Camunda shall make available the interfaces, configuration options and logging capabilities described in the applicable documentation.
7.5 Third Party Claims
Each Party is responsible for third-party claims arising from its own actions in connection with the AI Services. Accordingly, Customer shall indemnify Camunda against costs arising from third-party claims attributable to Customer's use of the AI Services. This indemnity extends to contractual penalties and administrative or judicial fines to the extent attributable to Customer's use of the AI Services.
8. Infringement
8.1 Obligation
Camunda will, at its expense, defend or settle any third-party claim alleging that any software program included in the Software, to the extent licensed under these Minimum Terms or copyrighted to Camunda, infringes a copyright, trade secret, or patent in a Patent Cooperation Treaty country, and will indemnify Customer against damages and costs either awarded by a court or settled with Camunda's consent.
8.2 Exclusions
Camunda has no obligation for claims arising from: (i) modifications to the Software not made by Camunda; (ii) combination of the Software with products or services not provided by Camunda, where the claim would not exist but for such combination; (iii) software products not provided by Camunda; (iv) use inconsistent with these Minimum Terms; or (v) Customer's failure to apply, within 30 days of notice, an update that would have resolved the claim without substantial loss of functionality.
8.3 Conditions
Camunda's obligations are conditioned on Customer: (i) promptly notifying Camunda in writing of the claim; (ii) making no admissions adverse to Camunda's interests; (iii) granting Camunda sole control of the defense and settlement; and (iv) cooperating with Camunda, at Camunda's expense, in the defense and settlement.
8.4 Remedies
If the Software is held or reasonably believed by Camunda to infringe, Camunda will, at its option and expense: (i) modify or replace the infringing component within a commercially reasonable timeframe without substantial loss of functionality; (ii) procure Customer's right to continue use; or (iii) terminate these Minimum Terms, accept return of the Software, and refund prepaid fees pro rata for the unused Subscription Term.
9. Liability
9.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR INDIRECT DAMAGES ARISING FROM OR RELATED TO THESE MINIMUM TERMS, LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
9.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM CAMUNDA’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, CAMUNDA’S AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SUBSECTION LIMITS CUSTOMER’S AND ITS AFFILIATES PAYMENT OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, CAMUNDA'S LIABILITY IN RESPECT OF THE AI SERVICES, INCLUDING ANY ADMINISTRATIVE PENALTIES UNDER APPLICABLE AI LAW OR REGULATION, IS LIMITED IN ACCORDANCE WITH THIS SUBSECTION.
9.3 Applicability
THE EXCLUSIONS AND LIMITATIONS IN THIS SUBSECTION DO NOT APPLY TO EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR TO CUSTOMER’S WILFUL OR MATERIAL UNAUTHORIZED USE OF THE SOFTWARE. CAMUNDA MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY ACTUAL OR THREATENED BREACH. THE FOREGOING LIMITATIONS SHALL OTHERWISE APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. NOTHING IN THESE MINIMUM TERMS EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
10. Export, Human Rights and Anti-Corruption
Each Party shall comply with all applicable anti-corruption, anti-bribery, export control, and sanctions laws and regulations, and shall respect internationally recognized human rights. Each Party further represents and warrants that neither it nor any of its Affiliates is designated on any sanctions list, located in a sanctioned country or territory, or owned or controlled by a sanctioned person, and that neither it nor any of its Affiliates has taken or will take any action that would result in a violation of sanctions or cause the other Party to violate sanctions.
11. Miscellaneous
11.1 Assignment; Subcontracting
Camunda may assign these Minimum Terms, without Customer's consent, to an Affiliate or in connection with a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Otherwise, neither Party may assign or transfer these Minimum Terms without the other's prior written consent, not to be unreasonably withheld. Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
11.2 Notices
Notices shall be sent by email to Camunda at customer-success@camunda.com and to Customer at the email provided to Camunda or via the Camunda Success Center. Where legally required, notices shall also be delivered in person or by prepaid certified/registered mail to the last notified address. Camunda may send essential service communications via the same channels.
11.3 No Waiver; Severability
No failure or delay in exercising any right hereunder will operate as a waiver thereof. If any provision is held unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in full force. The Parties will replace any invalid provision with one that most closely reflects the original commercial intent.
11.4 Conflict Resolution
In the event of a dispute arising out of or in connection with these Minimum Terms, the Parties shall first seek to resolve it through good faith negotiations within thirty (30) days of notification of the dispute. If the dispute remains unresolved, either Party may refer it to mediation under the ICC Mediation Rules. No court proceedings may be initiated unless a mediation session has been held or sixty (60) days have elapsed since the submission of a written request for mediation, whichever is earlier. Any court proceedings shall be subject to the governing law and venue set out in the Subsection "Camunda Entity, Governing Law and Venue" of these Minimum Terms.
11.5 Entire Agreement
These Minimum Terms, including any Schedules thereto, in the version accepted by Customer at the time of the relevant Product Purchase Agreement, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior and contemporaneous communications and representations relating thereto.
11.6 Customer Reference
The Customer grants Camunda a limited, non-exclusive, non-transferable, free right during the agreement term to use the Customer's name, logo, and reference in marketing materials (digital or print), including publication and distribution. This includes permission to use the Customer's logo and brand name, facilitate reference discussions, and create marketing content such as testimonials, press releases, and case studies about the Customer's use of Camunda. All testimonials, press releases, and case studies require prior Customer approval before publication.
11.7 Force Majeure
Neither Party shall be liable for any breach resulting from causes beyond its reasonable control, including fires, floods, earthquakes, pandemics, civil unrest, terrorism, cyber-attacks, strikes, insurrection, embargoes, or government action. The affected Party shall promptly notify the other and take reasonable steps to minimize the impact. If such an event continues for more than thirty (30) days, the unaffected Party may terminate these Minimum Terms without liability.
11.8 Independence
The Customer remains independently responsible for the means of performing its obligations under these Minimum Terms. Nothing in these Minimum Terms creates a joint venture, partnership, or employment relationship between the Parties. Each Party remains solely responsible as employer for its personnel, including compensation, taxes, insurance, and reporting obligations.
11.9 Camunda Entity, Governing Law and Venue
The Camunda contracting entity, governing law and courts of exclusive jurisdiction depend on Customer’s domicile, as set out in the table below. Each Party submits to the applicable governing law without regard to conflict of law rules, consents to the exclusive jurisdiction of the applicable courts, and irrevocably waives any objection to proceedings in those courts, including on grounds of venue or inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
12. Regional Terms
The following modifications to these Minimum Terms apply based on Customer’s domicile:
12.1 The United States of America, Canada and Mexico
12.1.1 Two new Subsections, Subsections 11.10 (High Risk Activities) and 11.11 (U.S. Government), are added to the Minimum Terms:
“11.10 High Risk Activities
The Software is not designed or intended for use in hazardous environments requiring fail-safe performance, including nuclear facilities, air traffic control, or life support systems ("High Risk Activities"). Camunda disclaims any warranty of fitness for High Risk Activities.
11.11 U.S. Government
The Software and Documentation are 'commercial items' as defined in 48 C.F.R. §2.101, including 'commercial computer software' and 'commercial computer software documentation' as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-4. U.S. government end users receive only those rights granted to all other end users under these Minimum Terms.”
12.1.2 Section 6 (Data Act) of Schedule 4 (Camunda SaaS Enterprise) is deleted in its entirety.
12.2 Germany, Austria, Switzerland
12.2.1 Subsection 3.1 under Section 3 (Warranty) is replaced as follows:
“3.1 Services and Software Warranty
Camunda warrants that: (a) it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) during the Subscription Term, the Software will operate materially in accordance with the applicable Documentation. If Camunda breaches this warranty, Camunda will, at its election, either re-perform the relevant Services or correct the Error. If Camunda cannot correct the Error within thirty (30) days of written notice, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused fees for the remaining Subscription Term. This Subsection states Customer's exclusive remedy for any breach of this warranty.”
12.2.2 Section 9 (Liability) is replaced as follows:
“9. Liability
9.1 Scope of Liability
For simple negligent breaches of Primary Obligations, Camunda's liability is limited to foreseeable, typical damages. Liability for simple negligent breaches of accessory obligations is excluded. Each Party's and its Affiliates' total aggregate liability under these Minimum Terms shall not exceed the greater of (i) fees paid by Customer for the relevant services in the twelve (12) months preceding the liability-triggering event, or (ii) EUR 100,000. These limitations apply equally to Camunda's Affiliates and Representatives. For the avoidance of doubt, Camunda's liability in respect of the AI Services, including any administrative penalties under applicable AI law or regulation, is limited in accordance with this Section.
9.2 Limitation Period
Camunda's strict liability under § 535a para. 1 BGB is excluded. Claims for damages or wasted expenditure against Camunda expire after one (1) year from when the Customer knew or ought to have known of the claim, and no later than five (5) years after the claim arises.
9.3 Exceptions
The above limitations do not apply to: (i) death or personal injury; (ii) intent or gross negligence; (iii) intellectual property infringement in accordance with Section 8; (iv) payment obligations; or (v) Product Liability Act claims.”
12.3 United Kingdom and Rest of the World
Two new Subsections, Subsections 11.10 (Service of Process) and 11.11 (Rights of Third Parties), are added to the Minimum Terms:
“11.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
11.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
12.4 The Netherlands
Two new Subsections, Subsections 11.10 (Service of Process) and 11.11 (Rights of Third Parties), are added to the Minimum Terms:
“11.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
11.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
12.5 Singapore
12.5.1 Two new Subsections, Subsections 11.10 (High Risk Activities) and 11.11 (Rights of Third Parties), are added to the Minimum Terms:
“11.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
11.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
12.5.2 Section 6 (Data Act) of Schedule 4 (Camunda SaaS Enterprise) is deleted in its entirety.
12.6 APAC (except Singapore)
12.6.1 Two new Subsections, Subsections 11.10 (Service of Process) and 11.11 (Rights of Third Parties), are added to the Minimum Terms:
"11.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties' registered address even if such address is outside of England and Wales.
11.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms."
12.6.2 Section 6 (Data Act) of Schedule 4 (Camunda SaaS Enterprise) is deleted in its entirety.
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Subject to Customer's compliance with these Minimum Terms and timely payment of all applicable fees, Camunda will provide Support and Maintenance Services to Customer solely within the Permitted Usage and as described in the applicable Order Form.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Camunda Success Center means Camunda's customer support portal designed to empower customers to manage their support experience and leverage Camunda's centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased as a Subscription under an Order Form and further detailed herein and in the applicable Order Form. There are three (3) levels of Customer Success Plans: Essential, Advanced and Enterprise Success.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use the Zeebe in production.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified as either a Critical Error, Major Error or a Support Request.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Response Time means the time from the notification of an Error or Support Request by Customer via the agreed reporting method (as defined herein) to the initiation of actions by Camunda.
Support Request means any question or request from Customer in the ticketing system that is designated as less critical, for example because Customer's operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer's operations.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer where included in the Order Form as part of an Enterprise Success Plan. TAM may include, as agreed between the Parties, technical kick-off and enablement sessions, periodic or on-demand technical check-ins and health check workshops, access to a technical account manager for advice, guidance and recommendations, scoping of knowledge sessions with Camunda consultants, and support request tracking. TAM does not include implementation of a project or use case.
2. Scope
During the applicable Subscription Term, Camunda will remotely provide: (i) onboarding services where included in the purchased Customer Success Plan; (ii) support for Customer's designated Support Contacts on a supported Software Version; (iii) access to new Software Versions as outlined herein; and (iv) Error corrections and responses to Support Requests within the timeframes specified in the applicable Customer Success Plan. Camunda will provide Support and Maintenance Services to Customer's Contractors performing services on Customer's behalf, provided that Customer remains responsible for its Contractors' compliance with these Minimum Terms and such Contractors are bound by obligations reasonably protecting Camunda's intellectual property rights and Confidential Information. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer's Support Contacts.
3. Version Support
Support and Maintenance Services are provided for each Software Version for 18 months from its Minor Release date, after which Customer must update to a more recent Version if available. If no successor Version has been released, Camunda will continue supporting the then-current Version under these Minimum Terms until a new Version is released. Camunda publishes new Versions at its sole discretion and will notify Support Contacts and update the Documentation accordingly.
4. Customer's responsibilities
Customer shall cooperate with Camunda as follows: (i) each Support Contact must have working knowledge of the Software and Camunda's support processes, or complete Camunda-designated training; (ii) upon an Error, a Support Contact shall promptly notify Camunda, provide reasonably requested diagnostic information, and flag any issues impacting the Software - including modifications, which are only authorized via accepted pull request; (iii) Errors must be reproducible on a standard, unmodified Software version; Customer shall help reproduce them where possible (e.g. via unit test), or describe the Error as precisely as possible; (iv) unless commercially unreasonable, Customer shall implement Camunda's recommendations to resolve Errors, including installation of Minor Releases, Patch Releases, or hotfixes; (v) Customer is responsible for data backup - solely for Self-Managed deployments, and for configuring backup settings for SaaS deployments; and (vi) Camunda shall only access Customer's systems if explicitly requested, approved, and monitored by Customer (excluding SaaS Clusters).
5. Excluded services
Support and Maintenance Services do not include: (i) analysis or resolution of Errors arising from non-compliance with these Minimum Terms or the Documentation, including unauthorized modifications, use outside Permitted Usage, or failure to meet operating conditions; (ii) resolution of Errors relating to components not received by or made accessible to Customer under the applicable Order Form; and (iii) any other services not specifically set forth in this Schedule, including without limitation installation, integration, customizations, and any other Consulting Services.
6. Service Level Agreement
With the entry into a Subscription, Camunda will respond to Errors and Support Requests according to the Customer Success Plan specified in the applicable Order Form and as defined below. Response Times represent Camunda's initial qualified response, not resolution timeframes.
Essential Success Plan (Digital Self Service)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Support Service Window
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
7. Access to Camunda Academy and Camunda Success Center
Camunda grants Customer a limited, non-transferable right to access Camunda Academy and Camunda Success Center during the Subscription Term for information, guidance, and support. Customer shall: (i) restrict access to Customer's employees, authorized Representatives and agents (including vicarious agents) only; (ii) maintain confidentiality of access credentials; (iii) comply with applicable laws; (iv) promptly notify Camunda of any suspected security breach; and (v) not misuse the platforms, including by attempting unauthorized access, circumventing security measures, or introducing malicious code. Customer is responsible for all activity under its account. Camunda may suspend or terminate access without notice if required by law, to protect third-party rights, or for breach of these Minimum Terms. Platform features and availability may change at Camunda's discretion.
Schedule 2 to the Minimum Terms: Consulting Services
Subject to Customer’s compliance with these Minimum Terms and timely payment of all applicable fees, Camunda will provide Consulting Services to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Schedule have the meaning ascribed to them in these Minimum Terms.
1. Definitions
Professional Services are project-based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a SOW, and aimed at defined Deliverables. Timelines for Professional Services are estimates only. Camunda will determine the manner and means of performing Professional Services, in accordance with the agreed scope.
Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified Deliverables, formal acceptance, or a fixed schedule.
Trainings are courses provided via Camunda Academy, including (a) on-demand Trainings (self-paced online) and (b) instructor-led Trainings (remote or on-site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering
Customer orders Consulting Services under an Order Form that references these Minimum Terms. In the event of any conflict between these Minimum Terms and an Order Form for Consulting Services, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance
Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On-site work and substitutions
When on-site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose a replacement resource or an alternative date.
2.4 Scope changes
Any change to the Deliverables that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance
If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non-conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non-conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or fees. In addition, Customer will provide a suitable test or non-production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Cancellation and Postponement
4.1 Standard Consulting Services
Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
4.2 Professional Services
Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before the agreed date; (b) 20% if postponed fewer than seven (7) calendar days before the agreed date; and (c) 80% if postponed fewer than two (2) calendar days before the agreed date.
4.3 Trainings
Camunda may cancel or reschedule any paid Training, including any on-site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty-one (21) calendar days’ prior notice for on-site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on-site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Schedule 3 to the Minimum Terms: Camunda Self-Managed Enterprise
This Schedule applies where Customer's Subscription includes Camunda Self-Managed Enterprise. In case of conflict between this Schedule and any other provision of these Minimum Terms, this Schedule prevails.
1. Delivery
Camunda shall provide the Software in object code only. Promptly after execution of the initial Order Form, Camunda will provide Customer with the license key electronically. The Software will be deemed to have been delivered to Customer upon provision of such license key (“Delivery”) and is deemed accepted upon Delivery. For each Renewal Term, no further Delivery is required; the Software is deemed delivered on the first day of that Renewal Term.
2. License Grant and Restrictions
2.1 License Grant
Subject to Customer's material compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license during the Subscription Term to use the Software in object code form within the Permitted Usage. Under this license, Customer may: (i) install, run, and use the Software; (ii) permit Contractors or Affiliates to exercise the rights in the Software solely on Customer's behalf and subject to these Minimum Terms; and (iii) use the Software for developing, testing, and staging purposes. This license does not limit rights granted under applicable Public Software or Third-Party Public Software licenses, which govern independently and do not restrict Customer's rights under these Minimum Terms. Applicable licenses are listed in the Documentation, and Customer is responsible for its compliance with these terms. All rights not expressly granted are retained by Camunda.
2.2 Restrictions
Except as expressly authorized in these Minimum Terms, Customer will not, and will not permit any Affiliate, Contractor, or Third Party to: (i) use the Software for its own internal business purposes outside the scope of the Permitted Usage; (ii) reverse engineer, decompile, or derive the source code of the Software, except as permitted by applicable law; (iii) modify or copy any part of the Software; (iv) sell, lease, distribute, or lend the Software to any Third Party, except as expressly permitted herein; (v) circumvent any restrictions on use, including those enforced by a license key; (vi) use the Software in violation of applicable law; or (vii) remove or alter any proprietary notices or markings without Camunda's prior written consent.
2.3 Reporting and Auditing
No later than twenty-one (21) days after each calendar quarter of a Subscription, Customer will report its consumed quantities for each Permitted Usage metric to Camunda by email. If Camunda does not receive a usage report under this Subsection or reasonably believes a report is materially inaccurate, Camunda may, no more than once per calendar year and upon reasonable notice, audit Customer's records to verify compliance with the Permitted Usage. This right survives for one (1) year after termination or expiration of the Subscription. Audits will take place during normal Business Hours at Customer's cost. Customer will pay any underpayment within thirty (30) days of notice.
2.4 Telemetry Data
For the purpose of this Subsection, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If Telemetry Data is enabled by the Customer, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Self-Managed Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
This Schedule applies where Customer's Subscription includes Camunda SaaS Enterprise. In case of conflict between this Schedule and any other provision of these Minimum Terms, this Schedule prevails.
1. Definitions
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means a credit, calculated as a percentage of the Total Monthly Fees, applied to Reseller’s invoice in accordance with this Schedule.
Availability Target means the percentage of minutes in a calendar month during which a Component is available, excluding Downtime. A Component provisioned for part of a month is deemed fully available for the period prior to provisioning.
Cluster means a deployment of the Orchestration Cluster for Camunda SaaS Enterprise.
Development Cluster is a Cluster used for development and non-production purposes.
Downtime means the total minutes in a calendar month during which a component is unavailable, excluding Excluded Downtime. A minute is unavailable only if all connection attempts by Camunda's monitoring system within that minute fail; partial minutes are not counted.
Excluded Downtime means any Downtime caused in whole or in part by (i) suspension of Customer's access under these Minimum Terms; (ii) Customer's use outside the Hosting Packages; (iii) Customer's breach of these Minimum Terms or unauthorized account actions; (iv) factors outside Camunda's reasonable control (including Force Majeure events, Customer connectivity or bandwidth issues, Customer-supplied dependencies, or third-party acts or omissions); (v) Customer's failure to use Camunda-supported clients or configurations as per the Documentation; (vi) Customer's failure to follow, or interference with, Camunda's recommended remedial action; (vii) Customer's negligence or willful misconduct; (viii) Maintenance Work, including (a) scheduled Maintenance Work on at least five days' prior notice, (b) ad hoc Maintenance Work to prevent unavailability or address security, stability, or critical patch needs, or (c) Customer-initiated Cluster updates; or (ix) Customer's failure to provide information required to provision or operate a Cluster.
Hosting Packages means the Basic, Standard or Advanced hosting capabilities reserved by Customer under the applicable Order Form.
Maintenance Work means any update or adaptation of Camunda SaaS Enterprise to improve functionality, introduce new features or fix malfunctions, which may affect availability.
Management Cluster means the components outside the Orchestration Cluster responsible for process design and enabling users to model and deploy processes and decisions, as further described in the Documentation, which includes Web Modeler and Console (or any successor or renamed equivalent as specified in the Documentation from time to time).
Orchestration Cluster means the core Software components responsible for process automation and orchestration, as further described in the Documentation, which includes Zeebe, Operate, Tasklist, Identity and the Orchestration Cluster APIs (or any successor or renamed equivalent as specified in the Documentation from time to time).
Stable means a Cluster running a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means 1/12 of the annual fees agreed between Camunda and the Reseller for the applicable Subscription to be resold to the Customer.
2. Account Registration and Use Rights
2.1 Account Registration
To access Camunda SaaS Enterprise, Customer must register an account. Customer is responsible for maintaining account security (including login credentials and access keys) and all activity under its account, and must promptly notify Camunda of any unauthorized use or security breach. Camunda is not liable for acts or omissions of Customer or any Third Party in relation to the account. Service notifications will be sent to the registered email address.
2.2 Right to Use
During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and Hosting Packages.
2.3 Use Restrictions
Customer shall not: (i) introduce or transmit harmful code (including viruses, trojans, or ransomware) into or through Camunda SaaS Enterprise; (ii) store or distribute harassing, threatening, infringing, unlawful, or obscene content, or content violating third-party rights; (iii) use Camunda SaaS Enterprise for benchmarking, competitive analysis, or to develop competing products or services; (iv) make Camunda SaaS Enterprise available to any Third Party except as expressly permitted; (v) sell, resell, rent, lease, or offer service bureau or time-sharing arrangements based on Camunda SaaS Enterprise; (vi) interfere with or disrupt the integrity, security, or performance of Camunda SaaS Enterprise; (vii) attempt unauthorized access to Camunda SaaS Enterprise or associated systems; (viii) modify, disassemble, decompile, or reverse engineer Camunda SaaS Enterprise; or (ix) take any action that prevents other customers from using Camunda SaaS Enterprise.
2.4 Suspension
Camunda may suspend Customer's access to, or upgrade the Version of, Camunda SaaS Enterprise if Camunda reasonably determines that Customer has violated these Minimum Terms, that Customer's use poses a material security risk, or that Customer is using an unsupported Version. Camunda will use reasonable efforts to provide advance written notice prior to any suspension.
2.5 Customer Indemnity
Notwithstanding any exclusion or limitation in these Minimum Terms, Customer will indemnify and hold Camunda harmless from all losses, liabilities, damages, costs, and expenses (including reasonable legal costs to the extent permitted by applicable law) arising from third-party claims related to Customer's violation of Use Restrictions (i), (ii), or (iii) above.
3. Availability, Maintenance Work and Technical Requirements
3.1 Availability
Camunda will comply with the Availability Targets for Camunda SaaS Enterprise as set out further in this Schedule. Any malfunctions affecting availability must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
3.2 Maintenance Work
Camunda will use reasonable efforts to provide advance notice of Maintenance Work and will schedule non-emergency Maintenance Work outside Business Hours where practicable. Camunda may carry out ad hoc Maintenance Work at any time to address high security risks, platform stability, or critical fixes. Customer agrees that Camunda may access Customer's Clusters to carry out Maintenance Work.
3.3 Technical Requirements
Customer is solely responsible for its IT infrastructure (including hardware, software, networks, and internet connectivity), whether operated directly or through Third Parties, as required to access Camunda SaaS Enterprise.
4. Alpha Offerings and Development Cluster
4.1 Alpha Offerings
Camunda may invite Customer to try alpha products or services at no charge. Alpha Offerings are provided for evaluation purposes only, not for production use, and may be discontinued at any time. They are unsupported, may be subject to additional terms, and Clusters running Alpha Offerings cannot be updated - replacement is required to receive subsequent Versions. To the maximum extent permitted by applicable law, Alpha Offerings are provided "as is" without warranty or liability of any kind.
4.2 Development Cluster
DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMUNDA DISCLAIMS ALL WARRANTIES WITH RESPECT TO DEVELOPMENT CLUSTERS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS.
5. Availability Targets and Availability Service Credits
Camunda will comply with the Availability Targets for Stable Clusters under the applicable Hosting Package, including a 99% Availability Target for the Management Cluster and the Orchestration Cluster targets set out below. Availability Targets do not apply to Development Clusters, Alpha Offerings or Clusters using an unsupported Version of Camunda SaaS Enterprise. To claim an Availability Service Credit, Customer must log a support ticket within five calendar days after the end of the relevant month, including the Cluster ID and a description of the Downtime event. Claims are ineligible if any fees are outstanding at the time of submission. Camunda will evaluate claims in good faith based on its system logs and monitoring data and, if confirmed, apply the credit against the next invoice issued to the Reseller related to the relevant Subscription. Availability Service Credits are Customer's sole and exclusive remedy for unavailability of Camunda SaaS Enterprise, are not redeemable for cash, exclude applicable taxes, expire twelve months from issuance, and are forfeited if the claim is not submitted timely and complete. If Camunda misses an Availability Target for the Orchestration Cluster in any calendar month, Camunda will provide the following Availability Service Credits, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
6. Data Act
To the extent the Software or Services constitute a Data Processing Service under EU Regulation 2023/2854 (the "Data Act"), the Data Act Addendum at https://legal.camunda.com/licensing-and-other-legal-terms#data-act-addendum applies and may be updated by Camunda to incorporate any terms issued by the European Commission as required to comply with the Data Act. "Data Processing Services" has the meaning given in the Data Act. If Customer terminates a Subscription during the Minimum or Renewal Term under the Data Act, Camunda will refund the fees paid in advance for the period after the termination effective date, less any costs saved by Camunda as a result of the early termination.
7. Telemetry Data
For the purpose of this Subsection, “Telemetry Data” means all information and data of Customer collected in connection with Customer's use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda's Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Effective April 1st 2026 to July 1st 2026
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means any one hour between Monday to Friday, 9:00 AM to 5:00 PM (adjusting for daylight savings hours) in the Selected Time Zone, except that, for Customers located in a Non-Standard Workweek Jurisdiction, “Business Hour” means any one hour between Sunday to Thursday, 9:00 AM to 5:00 PM (adjusting for daylight savings time, if applicable) in the Selected Time Zone. For the avoidance of doubt, unless otherwise agreed in writing by the Parties in the applicable Order Form, Camunda shall provide Support and Maintenance Services to Customers located in a Non-Standard Workweek Jurisdiction during Business Hours falling between Sunday and Thursday.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Non-Standard Workweek Jurisdiction means any country or region in which the customary business work week runs from Sunday to Thursday (including, by way of example, Israel, Saudi Arabia, United Arab Emirates, Qatar, Kuwait, Bahrain and Oman), or in respect of which the Customer has expressly requested, and such request has been reflected in the applicable Order Form, that Support and Maintenance Services be provided during Business Hours falling between Sunday to Thursday.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services
Subject to Customer’s compliance with the Agreement (including this Exhibit) and timely payment of all applicable Fees, Camunda will provide Standard Consulting Services, Professional Services, and Trainings (together, the “Consulting Services”) to Customer as described in the applicable Order Form. Capitalized terms used but not defined in this Exhibit have the meaning ascribed to them in the Agreement.
1. Consulting Services
1.1 Standard Consulting Services are advisory services (for example, expert sessions and workshops) that support Customer’s use of the Software and, unless expressly stated in an Order Form, do not include specified deliverables, formal acceptance, or a fixed schedule.
1.2 Professional Services are project‑based services (for example, implementation, configuration, customization, integration, migration, or other technical or functional work related to Camunda’s products or infrastructure) described in an Order Form and a Statement of Work (“SOW”), and aimed at defined outcomes or deliverables. Timelines for Professional Services are estimates only, and Camunda will determine the manner and means of performing such services, in accordance with the agreed scope.
1.3 Trainings are courses provided via Camunda Academy, including (a) On‑Demand Trainings (self‑paced online) and (b) Instructor‑Led Trainings (remote or on‑site). During the Subscription Term, Customer may book and access free or paid Trainings via Camunda Academy as specified at https://academy.camunda.com/.
2. Delivery and Performance
2.1 Ordering. Customer orders Consulting Services under an Order Form that references the Agreement. In the event of any conflict between the Agreement and a Consulting Services Order Form, the terms of the applicable Consulting Services Order Form will control solely for the relevant engagement.
2.2 Standard of performance. Camunda will perform Consulting Services in a professional and workmanlike manner using appropriately skilled personnel.
2.3 On‑site work and substitutions. When on‑site Consulting Services are purchased, the applicable days or hours, location, and related costs (including travel) will be specified in the Order Form. If an assigned consultant or instructor is unable to attend a scheduled appointment or session, Camunda will propose either a replacement resource or an alternative date.
2.4 Scope changes. Any change to the scope, timeline, or deliverables, as defined in the applicable SOW (the “Deliverables”), that increases Camunda’s effort will be documented in a written Order Form executed by the Parties and may result in corresponding adjustments to the Fees and schedule. Until such Order Form is executed, Camunda will perform solely in accordance with the originally agreed scope.
2.5 Acceptance. If an Order Form provides for Customer review of Deliverables, each Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) seven (7) days after delivery, unless Customer provides written notice of a material non‑conformance within that period; or (c) any different acceptance procedure expressly set forth in the applicable SOW. For any verified material non‑conformance, Camunda will use commercially reasonable efforts to correct and resubmit the applicable Deliverable, in which case the relevant acceptance period will recommence. Upon acceptance, Deliverables will be deemed final and the related Professional Services fully performed.
3. Customer Responsibilities
3.1 Customer responsibilities. Customer will provide timely access to information, systems, environments, test data, and personnel as reasonably required, designate a primary contact authorized to make binding decisions, and use best efforts to ensure that all information it provides is reliable, accurate, and complete. Camunda may rely on such decisions and information. Any delays or additional effort resulting from Customer’s failure to comply with the foregoing may result in adjustments to the project schedule and/or Fees.
3.2 Test/non‑production environment (Professional Services). Customer will provide a suitable test or non‑production environment so that the Deliverables and related work can be tested without impacting production operations. If such an environment is not provided, Camunda will have no liability for any disruptions, loss of service or revenue, or other loss or damage arising from or related to such omission.
4. Fees, Expenses, and Intellectual Property
4.1 Fees and expenses. Fees for Consulting Services are set out in the applicable Order Form or as otherwise agreed in writing and, except where expressly stated in this Exhibit or the Agreement, are non‑refundable. Where on‑site work is performed, Customer will reimburse Camunda for reasonable, pre‑approved out‑of‑pocket expenses at actual cost without markup, supported by documentation. Consulting Services and Trainings must be used within the periods, timelines, or access windows stated in the applicable Order Form or Camunda Academy terms; any portion not utilized will expire without replacement, extension, or refund, unless otherwise expressly agreed in writing by the Parties.
4.2 Ownership of Professional/Consulting Deliverables. Except as expressly provided otherwise in an applicable Order Form, as between the Parties, Customer will own all right, title, and interest in and to the Deliverables. Such Deliverables will be created in the course of the Professional Services (including any modifications or derivative works thereof), excluding any Camunda Materials. “Camunda Materials” means Camunda’s pre‑existing or independently developed intellectual property, know‑how, software, templates, scripts, tools, and any enhancements or derivatives thereof. Camunda retains all right, title, and interest in and to the Camunda Materials. To the extent any Camunda Materials are incorporated into or delivered with any Deliverable, Camunda hereby grants to Customer a worldwide, non‑exclusive, royalty‑free license to use such Camunda Materials solely as embedded in the Deliverables for Customer’s internal business purpose in connection with Customer’s authorized use of the Software. For the avoidance of doubt, no ownership interest in the Camunda Materials is transferred to Customer under this Agreement, and nothing in this Section grants Customer any right to access or use the Software after expiration or termination of the Subscription Term, even if such access or use is technically enabled by a Deliverable.
5. Cancellation and Postponement
5.1 Standard Consulting Services. Customer may postpone Standard Consulting Services appointments free of charge up to seven (7) calendar days before the agreed date. Thereafter, Camunda may charge 30% of the agreed rate for postponements.
5.2 Professional Services. Customer may postpone Professional Services free of charge up to fourteen (14) calendar days before the agreed date. Thereafter, Camunda may charge, calculated on total Professional Services Fees or the agreed daily rate: (a) 10% if postponed fewer than fourteen (14) calendar days before; (b) 20% if postponed fewer than seven (7) calendar days before; and (c) 80% if postponed fewer than two (2) calendar days before.
5.3 Trainings. Camunda may cancel or reschedule any paid Training, including any on‑site Training for which fewer than four (4) participants have registered, by providing Customer with at least seven (7) calendar days’ prior notice for remote Trainings and at least twenty‑one (21) calendar days’ prior notice for on‑site Trainings. In such cases, Camunda will refund any Training fees paid for the affected Training within thirty (30) days of cancellation. If a paid Training is cancelled due to an Event of Force Majeure, instructor illness, or other circumstances beyond Camunda’s reasonable control, Camunda will use commercially reasonable efforts to offer Customer an alternative date for the affected Training. If the Parties do not agree on an alternative date, Customer may withdraw from the affected Training by providing written notice to Camunda, and Camunda will refund any Training fees paid for that Training within thirty (30) days of such withdrawal. Customer may cancel paid Trainings by emailing academy@camunda.com at least seven (7) calendar days before the scheduled start of a remote Training or at least thirty (30) calendar days before the scheduled start of an on‑site Training. In such cases, no Training fees will be charged and any Training fees already paid will be refunded within thirty (30) days of cancellation. In all other cases, Camunda may charge the full Training fee; however, Customer may designate a substitute participant for the affected Training at no additional charge.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective December 19th 2025 to April 1st 2026
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means any one hour between Monday to Friday, 9:00 AM to 5:00 PM (adjusting for daylight savings hours) in the Selected Time Zone, except that, for Customers located in a Non-Standard Workweek Jurisdiction, “Business Hour” means any one hour between Sunday to Thursday, 9:00 AM to 5:00 PM (adjusting for daylight savings time, if applicable) in the Selected Time Zone. For the avoidance of doubt, unless otherwise agreed in writing by the Parties in the applicable Order Form, Camunda shall provide Support and Maintenance Services to Customers located in a Non-Standard Workweek Jurisdiction during Business Hours falling between Sunday and Thursday.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Non-Standard Workweek Jurisdiction means any country or region in which the customary business work week runs from Sunday to Thursday (including, by way of example, Israel, Saudi Arabia, United Arab Emirates, Qatar, Kuwait, Bahrain and Oman), or in respect of which the Customer has expressly requested, and such request has been reflected in the applicable Order Form, that Support and Maintenance Services be provided during Business Hours falling between Sunday to Thursday.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Delivery and Performance of the Consulting Services
1.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
2. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective November 11th 2025 to December 19th 2025
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Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/dpa or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Delivery and Performance of the Consulting Services
1.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
2. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective October 28th 2025 to November 11th 2025
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Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support Contact means Customer’s employees who are authorized to contact Camunda regarding technical support via the applicable reporting method. For Customer Success Plans in which Customer is limited to a certain amount of Support Contacts, Customer shall provide to Camunda the name and email address of each designated Support Contact. By providing written notice and appropriate contact information, Customer may change each Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Support Contacts
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
Each Support Contact must have a working knowledge of the Software and Camunda’s support processes; any Support Contact who does not meet this requirement shall be required to complete training designated by Camunda.
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Delivery and Performance of the Consulting Services
1.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
2. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective September 24th 2025 to October 28th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Customer Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Camunda Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Delivery and Performance of the Consulting Services
1.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
1.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
1.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
1.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
1.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
1.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
2. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
3. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective August 22nd 2025 to September 24th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
License Scope means the area of use for the Subscription as defined in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. If defined, the License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Schedule.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2. Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3. Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4. Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5. Delivery and Performance of the Consulting Services
5.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective June 25th 2025 to August 22nd 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted or a workaround exists that minimises impact to Customer’s operations,. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Schedule.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2. Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3. Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4. Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5. Delivery and Performance of the Consulting Services
5.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective June 18th 2025 to June 25th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Representatives means agents (including, without limitations, vicarious agents), contractors and representatives of a Party.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular. Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than the Reseller, its Affiliates and Representatives, having a need to know, provided that the last (i) are bound by written confidentiality obligations at least as stringent as those found herein or by professional secrecy obligations, and (ii) are informed of, and restrict their use solely to the purpose of this Agreement. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information may be disclosed to Recipient by the Discloser or Discloser’s Affiliates, advisors, and Representatives and also by the Reseller.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Plan and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Schedule.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2. Expert on Demand (EOD)
Expert on Demand means Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3. Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4. Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5. Delivery and Performance of the Consulting Services
5.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services, the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective June 18th 2025 to June 18th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd
16 Raffles Quay, #33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Planand specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1. Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Schedule.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2. Expert on Demand (EOD)
Expert on Demand meansCamunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3. Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4. Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5. Delivery and Performance of the Consulting Services
5.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
accessing the Customer’s employee´s computer via a screen sharing session; or
accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
6. Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7. Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1. Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2. Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3. Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4. Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5. Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2 License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in anymanner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective April 29th 2025 to June 18th 2025
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Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Planand specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1 Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Schedule.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2 Expert on Demand (EOD)
Expert on Demand meansCamunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5 Delivery and Performance of the Consulting Services
5.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
6 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any
manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda
SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective April 28th 2025 to April 29th 2025
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Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Advanced Success Plan means Camunda’s mid-tier Support and Maintenance offering purchased as a Subscription as detailed in applicable an Order Form.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 10.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Camunda Success Center means Camunda’s customer support portal designed to empower customers to manage their support experience and leverage Camunda’s centralized repository of information with answers to frequently asked questions along with product, service, and process overviews related to Camunda.
Customer Success Plan means the Support and Maintenance offering purchased under an Order Form. The terms related to Customer Success Plans are set forth in Schedule 1.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Enterprise Success Plan means Camunda’s enterprise Support and Maintenance offering purchased as a Subscription ad detailed in an applicable Order Form.
Essentials Success Plan means Camunda’s basic Support and Maintenance offering purchased as a Subscription as detailed in an applicable Order Form.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Feedback means suggestions, enhancement requests, recommendations or any other feedback provided by Customer, relating to the operation, features, content, structure or functionality of the Software, Services, Camunda Academy, Camunda Success Center,Trainings and any other Camunda products.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA means the services levels as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Technical Account Management (TAM) means technical assistance provided by a Camunda team member to Customer as part of an Enterprise Success Plan, which is purchased by the Customer via an Order Form. TAM may include, but is not guaranteed to include unless explicitly agreed to between the Parties, technical kick-off sessions, technical enablement planning, quarterly or on-demand technical check-in calls, yearly or on-demand health check workshops, availability of a technical expert (referred to as a technical account manager) for technical advice, guidance and recommendations, planning / scoping of technical expert knowledge sessions with Camunda consultants, and active tracking of support requests. TAM does not include implementation of a project or use case.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trained Support Contact means Customer’s employees who have the right to contact Camunda via the applicable reporting method, who have completed the required support contact training, and who are authorized to contact Camunda regarding technical support. For Camunda Success Plans in which Customer is limited to a certain amount of Trained Support Contacts, Customer shall indicate to Camunda those individuals who will serve as Customer’s Trained Support Contacts and Customer shall provide to Camunda the name and email address of such Trained Support Contacts. By providing written notice and appropriate contact information, Customer may change each Trained Support Contact once per year for no additional fee. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Trained Support Contacts.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, (ii) such Contractors have completed the required support contact training, and (iii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Access to Camunda Academy and Camunda Success Center
2.4.1 Subject to Customer’s compliance with the terms of this Agreement, Camunda provides to Customer, during the term of the Agreement, a right to access, register for, view, interact with, and use Camunda Success Center, Camunda Academy, and any information and content incorporated into or used by either, only as necessary to enable Customer to receive and consume the information provided by Camunda and interact with Camunda. All other uses are expressly prohibited. Except if expressly stated otherwise herein, Camunda does not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy or Camunda Success Center or any information and content incorporated into either except as provided for herein.
2.4.2 Notwithstanding the preceding paragraph, nothing in this Section is intended to change or restrict the terms of any open source, free software or public license applicable to materials made available to Customers, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers (“Repository Materials”). Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
2.4.3 The information and content incorporated into or used by Camunda Academy or Camunda Success Center may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with such. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
2.4.4 In accessing Camunda Academy and Camunda Success Center, the Customer shall:
2.4.4.1 use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy and Camunda Success Center, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy or Camunda Success Center. End Users means Customer’s employees, authorized representatives and agents (including vicarious agents);
2.4.4.2 only allow Customer’s End Users to use Camunda Academy and Camunda Success Center and review information provided by Camunda and interact with Camunda support, causing them to comply with this Agreement;
2.4.4.3 be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy and Camunda Success Center;
2.4.4.4 promptly notify Camunda if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy or Camunda Success Center, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
2.4.4.5 otherwise access Camunda Academy and Camunda Success Center only in compliance with the applicable laws.
2.4.5 Customer shall not:
2.4.5.1 use Camunda Academy or Camunda Success Center to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
2.4.5.2 attempt to gain unauthorized access to Camunda Academy or Camunda Success Center, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy or Camunda Success Center;
2.4.5.3 authorize, permit, or encourage any End User or third-party to do any of the above;
2.4.5.4 post or transmit through Camunda Academy or Camunda Success Center, software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy or Camunda Success Center.
2.4.6 Customer’s access to Camunda Academy and Customer Success Center will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy and Camunda Success Center, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Success Center. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any materials the Customer is exposed to or provided with through Camunda Success Center.
2.4.7 Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy or Camunda Success Center if access to such is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy or Camunda Success Center for Customers and/or end users seated or located in countries that, at any given time, may qualify as a Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy or Camunda Success Center pursuant to this clause.
2.4.8 Camunda may from time to time provide updates to Camunda Academy or Camunda Success Center or features of such. Such updates shall be implemented automatically without any notice to the Customer. Features and functionality of Camunda Academy and Camunda Success Center are subject to change at Camunda’s sole discretion.
2.5 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 8 ( Liability).
2.6 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 7 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.7 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Intellectual Property Ownership and Feedback License
Each Party respectively retains all right, title and interest in and to all registered and non-registered intellectual property rights, including but not limited to patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that Party’s respective products and services, and Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing the Software or Services under these Minimum Terms. These Minimum Terms do not convey to the Customer any rights of ownership in or related to the Software or rights of ownership in any intellectual property rights related to these Minimum Terms.
Customer hereby grants Camunda, without any compensation to Customer, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, sell, incorporate into its products or services, disclose, publish, create derivative works of, or otherwise profit from or exploit, any Feedback that Customer, in their discretion, may share with Camunda in any manner. To the maximum extent permitted by law, Customer waives any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by Customer.
6. Infringement
6.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
6.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
6.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
6.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
6.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Warranty
7.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
7.2 Camunda’s warranty provided in Section 7.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
7.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
8. Liability
8.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
8.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
8.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
9. Export, Human Rights, and Anti-Corruption
9.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
9.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
9.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
10. Miscellaneous
10.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
10.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
10.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Camunda reserves the right to send you essential communications related to the Services, including operational updates and other information necessary to provide and support the Services, at the email address provided to Camunda on an applicable Order Form, any Customer portal page provided by Camunda to Customer, or as communicated in writing by Customer to Camunda. Such communications are required in order for Camunda to effectively deliver the Services and ensure high value customer support. For non-essential communications, such as marketing emails, you may opt out by emailing customer-success@camunda.com.
10.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
10.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
10.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
10.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
10.8 Customer Reference
10.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
10.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
10.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
1. The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
2. Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
Germany
3. France, Spain, Portugal
Camunda Services GmbH
Zossener Strasse 55-58,
10961 Berlin, Germany
The laws of France, excluding both CISG and conflict of laws provisions
Paris, France
4. United Kingdom
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
5. The Netherlands
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin,
Germany
Dutch law, excluding both CISG and conflict of laws provisions
Amsterdam, the Netherlands
6. Singapore
Camunda Pte Ltd 16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of Singapore, excluding both CISG and conflict of laws provisions
Singapore
7. APAC (except Singapore)
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
The laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
8. LATAM (except Mexico)
Camunda Services GmbH
Zossener Strasse 55-58
10961 Berlin, Germany
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
9. Rest of the World*
* “Rest of the World” means all countries except those mentioned above under 1 to 8
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
The laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
11. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
11.1 The United States of America, Canada and Mexico
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (U.S. Government), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
11.2 Germany, Austria, Switzerland
11.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
11.2.2 Section 8 (Liability) is replaced as follows:
"8. Liability
8.1 Limitation of Liability
8.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
8.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
8.2 Limitations
The limitation of liability set out in Section 8.1 above shall not apply to: (i) indemnification obligations under Section 6 (Infringement) of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
8.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
8.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
8.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
11.3 France, Spain and Portugal
11.3.1 Sections 8.1 (Excluded Damages) and 8.2 (Damages Cap) are deleted in their entirety and replaced with the following Sections:
“8.1. Limitation of Liability
Except for any liability under Section 3 (Confidential Information), under no circumstances shall either Party be liable to the other Party for any indirect damages arising from or related to these Minimum Terms, for any special or punitive damages, or for loss of profits, or costs of procurement of substitute goods or services arising from or related to these Minimum Terms.
In the event that the Customer suffers direct damages as a result of data loss, Camunda shall only be liable if the data was used or produced in the course of using the Software and if such damage could not have been avoided by making regular backups and implementing appropriate security and maintenance measures against foreseeable natural and IT risks.
Nothing in these Minimum Terms shall exclude or limit either Party’s liability for death or personal injury caused by negligence of that Party, its officers, employees, contractors or agents, fraud or fraudulent misrepresentation, gross negligence, willful misconduct or any other warranties, conditions, obligations or duties for which the Parties cannot legally limit their liability under such mandatory law.
8.2 Damages Cap
Except for any liability arising from (i) a violation of either Party’s Intellectual Property Rights under these Minimum Terms or (ii) Camunda’s indemnification obligations, in no event shall either Party be liable to the other Party under any Order Form for an amount that exceeds, in the aggregate, the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.
In the case of Camunda’s indemnification obligations, in no event shall Camunda be liable to Customer under any Order Form for an amount that exceeds, in the aggregate, two times (2x) the amounts paid or payable by Customer under the relevant Order Form during the 12 months preceding the date of claim.”
11.4 United Kingdom, APAC (except Singapore) and Rest of the World
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Minimum Terms.”
11.5 The Netherlands
Two new Sections, Sections 10.10 (Service of Process) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, a writ of summons and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of the Netherlands.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right to enforce or enjoy the benefit of any term of these Minimum Terms, except as otherwise stated in these Minimum Terms.”
11.6 Singapore
Two new Sections, Sections 10.10 (High Risk Activities) and 10.11 (Rights of Third Parties), are added to the Minimum Terms:
“10.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
10.11 Rights of Third Parties
A person who is not a Party to these Minimum Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefit of any term of these Minimum Terms.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
provide onboarding services according to the purchased Customer Success Plan;
support Customer Trained Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in the purchased Customer Success Planand specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Trained Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Trained Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA provided under the purchased Customer Success Plan and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Essential Success Plan (Digital Self Service)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Ticketing System
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced Success Plan (Guided Assistance)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Support Hotline
2 (Major Error)
8x5
8 Business Hours
Ticketing System
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Enterprise Success Plan (Engaged Success)
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
30 minutes
Support Hotline
2 (Major Error)
24x7
2 Business Hours
Support Hotline
3 (Support Requests)
8x5
8 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1 Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 2 of this Schedule.
Platform Accelerator has the meaning given to it under Subsection 3 of this Exhibit.
Solution Accelerator has the meaning given to it under Subsection 4 of this Exhibit.
2 Expert on Demand (EOD)
Expert on Demand meansCamunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues.
3 Platform Accelerator
Platform Accelerator means Camunda’s on demand offering designed to empower the Customer to quickly set up and reliably operate the Camunda platform based on the Customer’s unique functional and non-functional requirements, including performance, security, and resilience. Camunda specialists help customers leverage the full potential of the Camunda platform by advising Camunda Platform SaaS customers on platform configuration and Camunda Platform Self-Managed customers on securely setting up the Camunda platform in their cloud environment.
4 Solution Accelerator
Solution Accelerator means Camunda’s on demand offering designed to empower Customer project teams to automate processes with confidence and precision. Camunda's process orchestration and automation experts advise customers on how to model and automate their processes in line with best practices, resulting in higher quality, faster project execution, and a shorter payback period for Camunda projects.
5 Delivery and Performance of the Consulting Services
5.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
5.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services,the specific location, and the cost of such Consulting Services shall be agreed upon between Camunda and the Reseller (in consultation with the Customer).
5.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
5.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
5.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
5.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
6 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
7 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
2.1 Camunda offers two types of Trainings:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, purchased via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
2.2 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
2.3 Trainings can be free of charge or paid.
3 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
4 Cancellation of Trainings by Camunda
4.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
4.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
4.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
4.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
4.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
5 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any
manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda
SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective February 25th 2025 to April 28th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms. Customer and Camunda are each referred to as a “Party” and collectively as the “Parties”.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which enables the Customer to have access to, book and complete the Trainings.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise. Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Consulting Services means the services provided by Camunda under Schedule 2 (Consulting Services and Trainings) hereto.
Contractor means any Third Party that is performing IT services on Customer's behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 4 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription and/or Consulting Services and Trainings from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the number of PI, Tenants and/or STP Tenants as specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instances (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI are part of the Permitted Usage.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any Consulting Services and Trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means a unified solution which, as the case may be, is developed, designed, configured, customized, implemented, deployed and/or supported by the Customer for its End-Customers, which embeds the Software and integrates it using the interfaces (API) existing in the Software and explicitly described in the Documentation.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer's right, for the Subscription Term, to use or access the Software and receive related Support and Maintenance Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
STP Tenant means a Straight Through Processing Tenant. STP Tenants may be used for a process that completes in less than 30 seconds, and does not contain task users (e.g. no humans involved). STP Tenants are considered an Subscription Upgrade that may be purchased separately.
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services are part of a Subscription.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Tenant means a logically isolated environment within a shared software platform or system. Each Tenant operates as its own dedicated space with separate data, configurations, and user permissions, even though it uses the same underlying infrastructure as other Tenants. This ensures each organization or user group can securely manage their resources without interference from others, while still benefiting from the efficiencies of a shared, multi-tenant architecture. Tenants are part of the Permitted Usage.
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Trainings means the trainings provided by Camunda via Camunda Academy pursuant to Schedule 2 (Consulting Services and Trainings) hereto.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer's written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Consulting Services and Trainings
In addition to Support and Maintenance Services, which the Customer receives as part of a Subscription, the Customer has the option to purchase, via the Reseller, Consulting Services and Trainings pursuant to the terms of Schedule 2 (Consulting Services and Trainings) hereto.
2.3 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer' s Affiliates or Contractors performing services on behalf of Customer). When providing Services in general, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.5 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.6 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country- based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non- exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda- generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1 Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information.
Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
"Liability
7.1 Limitation of Liability
7.1.1 In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of the agreement, which were decisive for the conclusion of the agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded.
7.1.2 In no event will the total liability of either Party and its Affiliates in connection with the Minimum Terms exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability, or (ii) €100,000.
7.2 Limitations
The limitation of liability set out in Section 10.1 above shall not apply to: (i) indemnification obligations under Section 5 of these Minimum Terms, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under these Minimum Terms or (vi) liability under the Product Liability Act.
7.3 Strict liability
A strict liability of Camunda in accordance with § 535a para. 1 of the German Civil Code (in German: Bürgerliches Gesetzbuch) is excluded.
7.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenditures against Camunda are subject to a limitation period of one (1) year. The commencement of the limitation period is governed by § 199 (1) of the German Civil Code. The limitation period shall end no later than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
7.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer's Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Consulting Services and Trainings
Subject to Customer's compliance with these Minimum Terms (including this Schedule) and, in particular, the timely payment of all applicable Fees, Camunda shall provide Consulting Services and Trainings to the Customer, upon Customer’s request, in accordance with the terms set forth in this Schedule.
Capitalized terms used but not defined in this Schedule shall have the meaning ascribed to them in the Minimum Terms.
The Customer may order Consulting Services and Trainings via the Reseller through the same Order Form as the Subscription or by signing a separate Order Form.
Part I: Consulting Services
1 Definitions
Expert on Demand or EOD has the meaning given to it under Subsection 6 of this Schedule.
MA Start Date means the date when the provision by Camunda of MA starts. The MA Start Date is specified in the relevant Order Form.
Migration Acceleration or MA has the meaning given to it under Subsection 5 of this Schedule.
Project Success Acceleration or PSA has the meaning given to it under Subsection 4 of this Schedule.
PSA Start Date means the date when the provision by Camunda of PSA starts. The PSA Start Date is specified in the relevant Order Form.
TAM Minimum Term means the initial period of a TAM Subscription as stated in the relevant Order Form, for which a TAM Subscription is valid, having the length specified in such Order Form, such period to start on the TAM Start Date as specified in the Order Form.
TAM Renewal Term has the meaning ascribed to it in Subsection 3.1 hereto.
TAM Start Date means the date when a TAM Subscription starts. The TAM Start Date is specified in the relevant Order Form.
TAM Subscription means the Customer’s right, for the TAM Term, to receive TAM, always subject to strict compliance with this Schedule and the relevant Order Form.
TAM Term means the period for which a TAM Subscription is valid, which starts with the TAM Minimum Term, followed by any subsequent TAM Renewal Term.
Technical Account Management or TAM has the meaning given to it under Subsection 3 of this Schedule.
2 Types of Consulting Services
Upon request, Camunda may provide the following Consulting Services to the Customer:
(i) Technical Account Management;
(ii) Project Success Acceleration;
(iii) Migration Acceleration; and
(iv) Expert on Demand.
3 Technical Account Management (TAM)
3.1 The purpose of Technical Account Management (TAM) is to pro-actively plan, enable or, as applicable, maximize the technical success of the Customer. For the avoidance of doubt, the implementation of the Customer’s project or use case for which TAM is provided is the sole responsibility of the Customer and Camunda’s involvement shall be solely limited to related advice and guidance, without providing any implementation services. TAM is a subscription-based, recurring Consulting Service which may be purchased by the Customer for the TAM Minimum Term and commences upon the TAM Start Date specified in the relevant Order Form. Thereafter, the TAM Subscription shall automatically renew for successive periods equal to the TAM Minimum Term (“TAM Renewal Term”) unless terminated by either Camunda or the Customer (via the Reseller) by providing written notice of non-renewal at least ninety (90) days prior to the end of the then-current TAM Term or any subsequent TAM Renewal Term.
3.2 Camunda shall make available to Customer a technical expert (called Technical Account Manager), whose mission and responsibility is to achieve the aforementioned objective. The Technical Account Manager shall cooperate closely with other Camunda stakeholding teams (such as Customer Success Management) and shall be positioned as the Customer’s primary technical contact person for technical success. Typical examples of TAM are:
i. technical kick-off session;
ii. technical enablement planning;
iii. quarterly or on-demand technical check-in calls;
iv. yearly or on-demand health check workshops;
v. constant availability of TAM for technical advice, guidance and recommendations;
vi. planning / scoping of technical expert knowledge sessions with Camunda consultants;
vii. active tracking of support requests.
3.3 Camunda reserves the right to change the applicable TAM fees effective as of the beginning of a TAM Renewal Term. Notwithstanding the foregoing, any such change will not apply to the Customer with respect to any fully paid TAM Term.
3.4 In case the Customer desires to purchase TAM, it shall submit a request in this regard to Camunda via the Reseller. Camunda shall assess together with the Reseller the suitability of TAM against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda via the Reseller.
4 Project Success Acceleration (PSA)
4.1 Project Success Acceleration (PSA) is a one-off Consulting Service the objective of which is the technical onboarding of a Customer’s new projects employing Camunda’s Software, with a focus on fast execution, maximization of project outcomes and minimization of technical risks. Through PSA, Camunda may also provide guidance in connection with a series of other issues directly or indirectly related to the Customer’s technical onboarding as described in the preceding sentence.
4.2 In order to achieve such objectives, Camunda shall assign a team of consultants in order to make sure that the targeted project stays on track by providing regular technical guidance with dedicated workshop sessions.
4.3 PSA does not include implementation services. Instead of implementing a project for the Customer, the purpose of PSA is empowering the respective Customer to implement the respective project themselves.
4.4 In case the Customer desires to purchase PSA, it shall submit a request in this regard to Camunda via the Reseller. Camunda shall assess together with the Reseller the suitability of PSA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda via the Reseller.
4.5 In the event that, after the PSA Start Date, the Customer requires, via the Reseller, a change in the scope of PSA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the PSA fees accordingly. Camunda will consult with the Reseller to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between Camunda and the Reseller as regards the scope change for the PSA and the related new pricing conditions, Camunda shall continue providing PSA according to the initially agreed scope.
5 Migration Acceleration (MA)
5.1 Migration Acceleration (MA) is a set of one-off Consulting Services designed to speed up the transition of Camunda customers from older major releases of the Software to Camunda Enterprise. Through the provision of MA, Camunda offers tailored advice and guidance to the Customer via a dedicated Camunda consultant and navigates the Customer through the phases of migration, ensuring a swift and efficient transfer while maximizing the benefits of Camunda Enterprise’s capabilities.
5.2 MA does not include implementation services. Instead of implementing a project for the Customer, the purpose of MA is empowering the respective Customer to implement the respective project themselves.
5.3 In case the Customer desires to purchase MA, it shall submit a request in this regard to Camunda via the Reseller. Camunda shall assess together with the Reseller the suitability of MA against the Customer’s specific needs, taking also into consideration the amount of annual recurring fees generated by the Customer’s current Subscriptions as purchased from Camunda via the Reseller.
5.4 In the event that, after the MA Start Date, the Customer requires, via the Reseller, a change in the scope of MA as initially agreed upon, and such change results in additional work by Camunda’s assigned consultant(s), Camunda reserves the right to adjust the fees accordingly. Camunda will consult with the Reseller to determine the new pricing conditions based on the additional consulting work required. If no agreement is reached between Camunda and the Reseller as regards the scope change for the MA and the new pricing conditions, Camunda shall continue providing MA according to the initially agreed scope.
6 Expert on Demand (EOD)
Expert on Demand refers to Camunda’s specialized offering where the Customer can purchase, via the relevant Order Form, one-off Consulting Services on an hourly basis, in an amount to be agreed upon in consultation with Camunda and depending on Customer’s specific needs. Expert on Demand facilitates remote access to an experienced Camunda consultant, who can provide assistance and advice to the Customer in relation to various issues otherwise covered by TAM, PSA and/or MA.
7 Delivery and Performance of the Consulting Services
7.1 Consulting Services may be delivered on-site or remotely, for cost or free of charge, always subject to the agreement between the Parties as reflected in the relevant Order Form. Unless otherwise set forth in the relevant Order Form, Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer performing the Consulting Services during the term), or the provision of other Camunda products or services.
7.2 While the default delivery mode of Consulting Services is remote, specific hours or days of on-site Consulting Services may be agreed on a case-by-case basis. In case of on-site Consulting Services being provided by Camunda, the number of on-site hours or days of Consulting Services and the specific location shall be agreed upon between Camunda and the Reseller (in consultation with the Customer), and any related travel expenses shall be invoiced on a monthly basis pursuant to Camunda’s expense policy (which, upon request, shall be communicated in advance to the Customer via the Reseller).
7.3 All Consulting Services are performed by knowledgeable and experienced professionals selected by Camunda. If the consultant provided by Camunda cannot meet the scheduled appointment or workshop, Camunda is obliged to propose a replacement consultant or to reschedule the appointment or workshop. If the Customer reasonably objects to the replacement consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the respective appointment or workshop. In this case, Camunda has no claim to compensation. For the avoidance of any doubt, in cases where the Customer has purchased a specified number of hours of Consulting Services which involve several appointments or workshops, the Customer's withdrawal right shall not affect the remaining appointments or workshops.
7.4 In order to provide the Consulting Services, Camunda does not require access to the Customer’s information system resources and networks and will only do so if explicitly requested by the Customer. Notwithstanding the foregoing, if explicitly requested by the Customer, the Parties agree that that the following actions shall not be considered an access to the Customer’s information system resources and networks:
i. consulting an employee of the Customer in the performance of work on the Customer’s employee´s computer;
ii. accessing the Customer’s employee´s computer via a screen sharing session; or
iii. accessing the network systems of the Customer via an assigned internet account.
7.5 If the Order Form under which the Customer purchases Consulting Services specifies a period of performance, the Consulting Services must be utilized within that period unless otherwise provided. Any Consulting Services not utilized within the specified period of performance will expire without replacement or refund.
7.6 If Camunda offers any of the Consulting Services free of charge, the Parties can also agree on the applicable terms for such Consulting Services via email only. By receiving the Consulting Services, the Customer agrees to the terms of the Minimum Terms, including this Schedule.
8 Warranties
THE PARTIES ACKNOWLEDGE THAT THE TERMS INCLUDED IN THIS SCHEDULE ARE TERMS AND CONDITIONS FOR SERVICES ONLY AND NOT FOR THE SUPPLY OF GOODS. THE CONSULTING SERVICES ARE DELIVERED "AS IS", WITHOUT ANY KIND OF WARRANTY. CAMUNDA PROVIDES NO WARRANTY (EXPRESS, IMPLIED OR STATUTORY) AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE WITH RESPECT TO THE CONSULTING SERVICES, ANY RELATED DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS WARRANTY DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE MINIMUM TERMS, AND CAMUNDA WOULD NOT BE ABLE TO PROVIDE THE CONSULTING SERVICES WITHOUT SUCH LIMITATIONS.
9 Intellectual Property Ownership of Materials
All materials (e.g. handouts, exercises, case studies, etc.) provided by Camunda in the context of providing the Consulting Services to the Customer (the "Materials") are copyrighted by Camunda, and Camunda retains all intellectual property rights in the Materials. Camunda retains all right, title, and interest in and to any work product created by Camunda in the course of providing the Consulting Services under these Minimum Terms. The Customer has no rights to record, reproduce the Materials, or distribute the Materials to any third party, for any purpose, without the written consent of Camunda. These Minimum Terms (including this Schedule) are not a sale and do not convey to Customer any rights of ownership in any intellectual property rights.
10 Event Cancellation or Change
A cancellation or postponement of an appointment agreed upon by the Customer during which Camunda was to provide a Consulting Service to the Customer is free of charge if it is made up to 7 calendar days before the agreed date. In all other cases, Camunda can charge the following compensation:
Cancellation: 80% of the agreed rate;
Postponement: 30% of the agreed rate.
Part II: Trainings
1 Definitions
End Users means Customer’s employees, authorized representatives and agents (including vicarious agents).
Materials means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses, software, visual or audiovisual combinations or any other content submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through Camunda Academy, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on Camunda Academy for the purpose of enabling the Customer to receive the Trainings, and test and deepen Customer’s knowledge of the topics addressed by such Trainings.
Repository Materials means Materials made available to Customer, as part of the Trainings, on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
2 Provision of Trainings
During the Subscription Term, the Customer may book and have access to Trainings via Camunda Academy, as described herein.
3 Training Types
3.1 The purpose of Camunda Academy is to enable the Customer to have access to, book and complete the Trainings for which the Customer enrolled.
3.2 Camunda offers two types of Trainings via Camunda Academy:
(i) On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing Camunda Academy and that have been curated to provide an efficient way for customers to quickly acquire basic knowledge on Camunda’s products.
(ii) Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via Camunda Academy and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
3.3 All Trainings include proprietary training modules developed and owned by Camunda, including, but not limited to, the Materials.
3.4 Trainings can be free of charge or paid.
4 Access to Camunda Academy
4.1 Subject to Customer’s compliance with the terms of this Schedule and these Minimum Terms in general, Camunda provides to Customer, during the term of the Minimum Terms, a right to access, register for, view and use Camunda Academy and any information and content incorporated into or used by Camunda Academy, only as necessary to enable Customer to receive and consume the Trainings, and subject to any restrictions contained in this Schedule and these Minimum Terms (including, without limitation, those in connection with confidentiality, intellectual property rights and ownership, and compliance with export laws and regulations). All other uses are expressly prohibited. Except if expressly stated otherwise herein, these Minimum Terms, including this Schedule, do not grant the Customer any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use Camunda Academy and any information and content incorporated into or used by Camunda Academy or any other right to Camunda Academy not specifically set forth herein, unless Customer has been granted explicit written permission to do so.
4.2 Notwithstanding the preceding paragraph, nothing in this Schedule is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Customer fully complies with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
4.3 The information and content incorporated into or used by Camunda Academy may contain links or embedded links to third party content and websites. These links are provided for Customer’s reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. Customer should be aware that accessing such content will be subject to third party terms of use and privacy policies.
5 Customer obligations
5.1 In accessing Camunda Academy, the Customer shall:
a) use commercially reasonable efforts to prevent unauthorized access to or use of Camunda Academy, including keeping passwords and usernames confidential and not permitting any third-party to access or use Customer’s (or any of its End Users’) user name, password, or account for Camunda Academy;
b) only allow Customer’s End Users to use Camunda Academy and consume the Trainings and solely for training and learning purposes, causing them to comply with this Schedule;
c) be solely responsible and liable for all activity conducted by it through Customer’s account in connection with Camunda Academy;
d) promptly notify Camunda (directly or via the Reseller) if it becomes aware of, or reasonably suspect any security breach relating in any way to Camunda Academy, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any of its End Users’) username, password, or account;
e) otherwise access Camunda Academy only in compliance with the applicable laws.
5.2 Customer shall not:
a) use Camunda Academy to store or transmit any content, including content that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
b) attempt to gain unauthorized access to Camunda Academy, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of Camunda Academy;
c) authorize, permit, or encourage any End User or third-party to do any of the above;
d) post or transmit through Camunda Academy software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Camunda Academy;
e) participate on Camunda Academy in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam”, “chain letters,” political campaign materials, mass mailings, “pyramid schemes” or any other form of solicitation.
6 Registration on Camunda Academy
6.1 Registration takes place online at https://academy.camunda.com/. Customer’s access to Camunda Academy will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to Customer and its End Users only and Camunda reserves the right to revoke Customer’s access at any time. By registering on Camunda Academy, Customer agrees to provide truthful and accurate information and to be solely liable for maintaining the confidentiality of any username and password that Customer chooses or is chosen by Customer’s web administrator on Customer’s behalf, for accessing Camunda Academy and consuming the Trainings, as well as for any activity that occurs under Customer’s account on Camunda Academy. Customer represents and covenants that the Customer will not misuse or share their username or password, misrepresent their identity or their affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials the Customer is exposed to or provided with through Camunda Academy.
6.2 Registrations for Trainings through Camunda Academy are binding and will be confirmed by Camunda to the Customer (either within Camunda Academy or via email) once the Customer has successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of Customer’s registration for such free Training. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit. In this latter case, Camunda will inform the Customer promptly on the date and time of the available slot for the Instructor-Led Training for which Customer has registered.
7 Attendance confirmation and certificates
Upon successful completion of any Trainings, Customer will receive a certificate of completion which will be available for download in Customer’s account on Camunda Academy.
8 Cancellation of Trainings by Camunda
8.1 In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place.
8.2 Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice to the Customer (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place.
8.3 In case of cancellations pursuant to the preceding paragraphs, Camunda will issue a full refund to the Customer within thirty (30) days of cancellation.
8.4 If a paid Training is cancelled due to an event of force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability, and Customer’s sole and exclusive remedy, will be for Camunda to offer the Customer an alternative date for such paid Training. If no agreement is reached on an alternative date, the Customer is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund the fee to the Customer within thirty (30) days of cancellation.
8.5 In case of a rescheduling of a paid Training, Camunda is only liable to the Customer for gross negligence or wilful misconduct. This limitation of liability does not apply in case of death and bodily injury.
9 Termination or suspension of Customer’s access and use of Camunda Academy
Camunda may immediately and without notice terminate or suspend Customer’s right to access and use Camunda Academy if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda which may, inter alia, restrict the access to Camunda Academy for Customers and/or End Users seated or located in countries that, at any given time, may qualify as Prohibited Entity or in certain other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues, or (iii) infringes any third-party rights. Customer hereby voluntarily releases and fully discharges Camunda, its Affiliates and its Representatives, and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination or suspension by Camunda of Customer’s right to use and access Camunda Academy pursuant to this clause.
10 Updates to Camunda Academy and the Trainings
Camunda may from time to time provide updates to Camunda Academy or the Trainings provided via Camunda Academy, including updates to Training content. Such updates shall be implemented automatically without any notice to the Customer.
Schedule 3 to the Minimum Terms: Camunda Self- Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within each Tenant, the Customer may use the Software with unlimited PI usage for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, Tenants or STP Tenants than the number of PI, Tenants or STP-Tenants agreed for the Subscription ("Excess Usage"). In case of Excess Usage, the Parties will agree to conclude an upgrade Order Form that covers this Excess Usage. After each 3 months term of a Subscription, Customer will report the number of used PI, Tenants and STP-tenants within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, Permitted Usage and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 4 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule. Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any
manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda shall not be liable for any acts or omissions of the Customer or any Third Party, nor for any damages of any kind arising from such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the Permitted Usage and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda
SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will useTelemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective January 17th 2025 to February 25th 2025
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Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any consulting services or trainings that may be ordered by the Customer from Camunda via the Reseller.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Restrictions on Services
Support and Maintenance Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.3 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.4 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.5 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
"Limitation of liability
7.1.1 In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
7.1.2 In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
7.2 Exclusion of Limitations
The limitations of liability set out in Section 7.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
7.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
7.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
7.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective January 16th 2025 to January 17th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any consulting services or trainings that may be ordered by the Customer from Camunda via the Reseller and as set out in the relevant Order Form.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.3 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.4 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.5 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
"Limitation of liability
7.1.1 In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
7.1.2 In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
7.2 Exclusion of Limitations
The limitations of liability set out in Section 7.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
7.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
7.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
7.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda."
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective January 16th 2025 to January 16th 2025
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Table of Contents
Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and any consulting services or trainings that may be ordered by the Customer from Camunda via the Reseller and as set out in the relevant Order Form.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.3 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.4 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.5 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
Limitation of liability
7.1.1 In the event of a breach of a material contractual obligations (in German: Kardinalspflichten) due to slight negligence, Camunda's liability shall be limited to compensation for foreseeable, typically occurring damage. Material contractual obligations are those fundamental obligations that constitute the essence of the Agreement, were decisive for the conclusion of the Agreement and on the fulfillment of which the Parties can rely.
7.1.2 In no event will the total liability of either Party and its Affiliates under this Agreement exceed the greater of (i) the total amount of fees paid by the Customer for the services giving rise to liability during the twelve (12) months prior to the date of the event giving rise to liability or (ii) €100,000.
7.2 Exclusion of Limitations
The limitations of liability set out in Section 7.1 s shall not apply to: (i) indemnification obligations under Section 8 of this Agreement, (ii) damages caused negligently or intentionally in connection with the death or injury of persons, (iii) intent or gross negligence, (iv) the infringement of the other Party's intellectual property rights, (v) payment obligations under this contract or (vi) liability under the Product Liability Act (in German: Produkthaftungsgesetz).
7.3 Strict liability
Strict liability according to § 536a para. 1 Alt. 1 of the German Civil Code (In German: Bürgerliches Gesetzbuch) is excluded.
7.4 Statute of limitations
All contractual and non-contractual claims for damages or wasted expenses (in German: vergebliche Aufwendungen) against Camunda shall become time-barred after one (1) year. The beginning of the limitation period is governed by § 199 para. 1 of the German Civil Code. The limitation period shall be no longer than five (5) years after the claim arises. This does not apply to intent, gross negligence or personal injury under the Product Liability Act.
7.5 Applicability
The above limitations of liability apply equally to Affiliates and Representatives of Camunda.
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective November 11th 2024 to January 16th 2025
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Section 2.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of these Minimum Terms and, in particular, with the timely payment of all applicable fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
2.3 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.5 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.6 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
“7. Liability
7.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
7.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre- existing deficiencies in the Software is excluded.
7.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective November 4th 2024 to November 11th 2024
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Section 2.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of these Minimum Terms and, in particular, with the timely payment of all applicable fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
2.3 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.5 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.6 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
“7. Liability
7.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
7.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre- existing deficiencies in the Software is excluded.
7.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
2.1 In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
2.2 During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
2.3 From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
3.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
3.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
3.3 Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section.
4. Availability and Maintenance Work
4.1 Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
4.2 Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective October 28th 2024 to November 4th 2024
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Any sale to you (“Customer”, “You”, “Your”) by Your reseller or, as applicable, partner-reseller (the “Reseller”) of a Subscription to use the Software and receive the Services shall be solely pursuant to a written agreement between You and the Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the relevant Order Form incorporates the link to these Online Minimum Terms (the “Minimum Terms”) or includes, as an attachment, the hardcopy version of the Minimum Terms.
For the avoidance of doubt, the version of the Minimum Terms to which You will be bound is the version available at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to resell to You a Subscription.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services under the Subscription that you purchased from Your the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 9.9 of these Minimum Terms.
Camunda Enterprise means, as the context requires, either Camunda Saas Enterprise or Camunda Self-Managed Enterprise.
Camunda SaaS Enterprise means the Camunda plan hosted by Camunda as software-as-a-service.
Camunda Self-Managed Enterprise means the self-managed edition of Camunda Enterprise as described in the Documentation.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation or make it impossible to use Zeebe in production.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all components of the Software available at https://docs.camunda.io or, in the case of a purchase of an older Major Release of the Software, under https://docs.camunda.org/manual/latest/.
Downtime has the meaning ascribed to it in Schedule 3 to these Minimum Terms (Camunda SaaS Enterprise).
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one
(1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. The appointed Named Support Contacts shall be enabled to interact in English with Camunda technical support. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee.
Order Form means the order form, purchase order or any other applicable ordering document, regardless of the name of such document, pursuant to which the Customer (either directly or through an agent) purchases a Subscription from the Reseller and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Camunda License (https://github.com/camunda/camunda/blob/main/licenses/CAMUNDA-LICENSE-1.0.txt), or the bmpn.io license (https://bpmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Section 2.2 hereto.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services means, collectively, Support and Maintenance Services and Remote Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of a Subscription.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms (Support and Maintenance Services) and agreed upon between the Parties in the applicable Order Form.
Software means the Software components that are part of Camunda Enterprise, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to use or access the Software and receive related Services, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms (Support and Maintenance Services).
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. Usage Metrics are organized in tiers and cover Process Instances, Decision Instances and Task Users. Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
2.1.1 During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms (Support and Maintenance Services). Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.1.2 At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.2 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda provides guidance in connection with technical or operational issues not otherwise covered by Support and Maintenance Services (“Remote Consulting Services”). In particular, Remote Consulting Services include assistance and advice to the Customer in connection with their help requests that contain queries which go beyond the functionality of the Software and involve issues regarding the use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are:
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.;
answering questions or giving recommendations for action regarding the practical application of the Software; or
outlining examples of successful best practices from other Customer projects.
Subject to Customer’s compliance with the terms of these Minimum Terms and, in particular, with the timely payment of all applicable fees, the Customer shall receive Remote Consulting Services during the applicable Subscription Term within a specified annual quota of hours of Remote Consulting Services as set out in the applicable Order Form. The Remote Consulting Services shall be provided by Camunda with due diligence and care upon Customer’s request. If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term, the unused hours of Remote Consulting Services expire without any refund or replacement.
In the context of providing Remote Consulting Services to the Customer, Camunda shall put a consultant at the Customer’s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides that this is necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using Camunda’s ticketing system. Direct interactions with the consultant are possible via telephone or video conferencing (e.g., Webex, Skype, GoToMeeting, Zoom, etc.) and must be agreed individually with the relevant consultant. The consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply to Remote Consulting Services.
Any failure of Customer to pay all fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
2.3 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.4 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 7 ( Liability).
2.5 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS (SUPPORT AND MAINTENANCE SERVICES), THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.6 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms (Support and Maintenance Services)) outside the Permitted Usage or the agreed upon SLA or for any components of the Software, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Discloser (including in these Minimum Terms), the Recipient shall hold in confidence and not use or disclose any Confidential Information of the Discloser to any Third Party other than Affiliates. The Recipient is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Recipient shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.3 Compelled Disclosure
The Recipient or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Recipient or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall: (i) promptly, and prior to such disclosure, notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Discloser, at the Discloser's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Recipient shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.4 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Recipient will return or destroy all copies of all Confidential Information of the Discloser in its possession or under its control upon request of the Discloser, provided that the Recipient shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
4. Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End- Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an exhibit to these Minimum Terms based on https://legal.camunda.com/privacy-and-data-protection#data-processing-agreement or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
5. Infringement
5.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, “Infringement Claim” shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes (a) a copyright or trade secret of any Third Party or (ii) a patent of any Third Party in a country that is a party to the Patent Cooperation Treaty.
5.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
5.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
5.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and provide to the Customer a pro-rated refund of the prepaid and unused fees in relation to the applicable Subscription Term.
5.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
6. Warranty
6.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and unused fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
6.2 Camunda’s warranty provided in Section 6.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
6.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
7. Liability
7.1 Excluded Damages
EXCEPT FOR ANY LIABILITY RESULTING FROM A BREACH OF THE CONFIDENTIALITY UNDERTAKINGS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
7.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (I) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (II) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
7.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
8. Export, Human Rights, and Anti-Corruption
8.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions. For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
8.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
9. Miscellaneous
9.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s Affiliates, without the requirement of Customer’s consent.
9.2 Sub-contracting
Camunda reserves the right to use subcontractors to perform all or parts of its obligations under these Minimum Terms. In each case, Camunda shall remain responsible for the performance of such obligations and compliance with these Minimum Terms by any such subcontractor.
9.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice.
9.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
9.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
9.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
9.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the Section or Sections which they want to change or replace and which is signed by a duly authorized representative of each Party.
9.8 Customer Reference
9.8.1 The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable, free of charge right to utilize the Customer's reference for the scopes set forth below, in electronic/digital or printed format for internal or external marketing and sales purposes, including on Camunda's website, presentations, publications, brochures, offers or quotes (together, the "Marketing Materials"). As part of using the Customer reference, Camunda shall have the right of reproduction and distribution and the right to make the Customer reference available to the public. Despite the foregoing, neither Party may disclose the specific terms of these during the term of these Minimum Terms, except as required by applicable law.
9.8.2 Utilization of the Customer reference shall include the following:
Logo and Brand Name: Camunda has permission to display Customer’s logo and brand name on Camunda’s Marketing Materials.
Company Description: Camunda has permission to display Customer’s company description (including Customer’s industry branch and business scope) on Camunda’s Marketing Materials.
Reference Call: Camunda has permission to share contact information of the Customer with another prospect or customer (the “Reference Call Recipient”) with the intent to facilitate knowledge sharing between the Customer and the Reference Call Recipient about Customer’s experience with Camunda’s products, services, personnel, as well as any other related information of relevance for the Reference Call Recipient.
Testimonials: Customer agrees to provide a quote for inclusion on Camunda’s Marketing Materials, or in a Camunda-generated press release describing Camunda’s products, services or related events.
Press Release: Camunda has permission to issue a press release about the Customer’s use of Camunda Enterprise for their automation and process orchestration needs, including background information on why they choose Camunda and a high-level overview of how Camunda Enterprise is used.
Case Study: Camunda has permission to publish a written or multi-media-produced case study that describes in detail the Customer’s current business relationship with Camunda, including the Customer’s industry branch and scope of business, technical use case, and demonstrable business results. Camunda may publish this case study and use it externally in Marketing Materials, as well as in marketing, sales, PR, and customer success conversations with both prospects and other Camunda customers to demonstrate the utility and value proposition of Camunda Enterprise.
Testimonials, press releases and case studies can only be used as a reference by Camunda only subject to prior approval by the Customer. The Customer has the right to review the relevant testimonial, press release or case study to approve the content (and, as applicable, the use of the Customer’s quote) prior to publication.
9.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to these Minimum Terms must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc
475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA.
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay
#33-03 Hong Leong Building
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
10. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
10.1 The United States of America, Canada and Mexico
Two new Sections, Sections 9.10 (High Risk Activities) and 9.11 (U.S. Government), are added to the Minimum Terms:
“9.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.”
10.2 Germany, Austria, Switzerland
10.2.1Section 3.1 (Definition) is replaced as follows:
“3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”), in any form or medium that the Discloser considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Discloser which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Discloser shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Recipient is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Discloser through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Discloser; (b) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Recipient where such possession is not the result of a breach of confidentiality, in each case, as shown by the Recipient’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by document and other competent evidence in the Recipient’s possession.”
10.2.2 Section 7 (Liability) is replaced as follows:
“7. Liability
7.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
7.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. “Primary Obligations” are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre- existing deficiencies in the Software is excluded.
7.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.”
Schedule 1 to the Minimum Terms: Support and Maintenance Services
Terms not defined in this Schedule shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms: Camunda Self-Managed Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda Self-Managed Enterprise Subscription]
This Schedule applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Self-Managed Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Self-Managed Enterprise
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to
(i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorized herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if Customer uses more PI, DI or TU than the number of PI, DI or TU agreed for the Subscription ("Excess Instances or Users"). In case of Excess Instances or Users, the Parties will agree to conclude an upgrade Order Form that covers those Excess Instances or Users. After each 3 months term of a Subscription, Customer will report the number of consumed PI, DI or TU within twenty-one (21) days via email to Camunda.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of these Minimum Terms and solely in case Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the Permitted Usage. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Customer will bear the costs for the audit and Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, “Telemetry Data” means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Self-Managed Enterprise Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Self-Managed Enterprise and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Self-Managed Enterprise and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 3 to the Minimum Terms: Camunda SaaS Enterprise
[Note: this Schedule only applies if the Customer purchases a Camunda SaaS Enterprise Subscription]
This Schedule to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as aCamunda SaaS Enterprise Subscription. In case of a conflict between this Schedule and any other clause of the Minimum Terms, the terms of this Schedule will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda SaaS Enterprise.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 8 of this Schedule.
Availability Targets are the guaranteed Monthly Uptime Percentages set forth in Section 8 of this Schedule.
Cluster means a deployment of a Core Automation Cluster for Camunda SaaS Enterprise.
Core Automation Cluster refers to the essential set of components that are responsible for automating processes and decisions. This includes Zeebe, Operate, Tasklist, Optimize and Connector Runtime.
Development Cluster is a Cluster provided for development purposes and non-production usage.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to establish a connection to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda SaaS Enterprise in accordance with the Minimum Terms;
Customer’s use of Camunda SaaS Enterprise outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda SaaS Enterprise as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the applicable Basic, Standard or Advanced hosting capabilities reserved by Customer.
Maintenance Work means the development and adaptation of Camunda SaaS Enterprise by Camunda in order to improve Camunda SaaS Enterprise and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Management Application Cluster refers to the rest of components outside of the Core Automation Cluster that are responsible for allowing users to design and make processes and decisions executable. This includes Web Modeler and Console.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form. Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda SaaS Enterprise which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual recurring fee agreed between Camunda and the Reseller for the respective Subscription, divided by twelve.
2. Registration. Right to use Camunda SaaS Enterprise and Alpha Offerings
In order to use Camunda SaaS Enterprise and the Services, Customer must register for a Camunda SaaS Enterprise Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to these Minimum Terms and its other Schedules, any notifications regarding Camunda SaaS Enterprise or the Services will be sent to the email address registered with this Account.
During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda SaaS Enterprise within the License Scope, the Usage Metrics and the Hosting Packages.
From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda SaaS Enterprise. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
2.1 Customer shall not: (i) execute or attempt to execute any Malware in Camunda SaaS Enterprise or use or attempt to use Camunda SaaS Enterprise to transmit Malware; (ii) use Camunda SaaS Enterprise to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda SaaS Enterprise to compete against Camunda; (iv) use Camunda SaaS Enterprise for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda SaaS Enterprise through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda SaaS Enterprise; (vii) interfere with or disrupt the integrity, security or performance of Camunda SaaS Enterprise or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda SaaS Enterprise or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda SaaS Enterprise or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda SaaS Enterprise by Camunda’s other licensees or customers.
2.2 If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate these Minium Terms, that the use of Camunda SaaS Enterprise by Customer represents a material security risk or that Customer uses an unsupported Version as specified in Section 2 of Schedule 1, Camunda may suspend Customer’s use of Camunda SaaS Enterprise until the violation or security risk has been corrected or update the Version used by Customers to a newer Version. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension..
Notwithstanding any exclusion or limitation defined in these Minimum Terms, Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which are based on a violation by Customer of any of the use restrictions set forth under limbs (i), (ii) and/or (iv) of paragraph 3.1 of this Section..
4. Availability and Maintenance Work
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda SaaS Enterprise as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non- emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda SaaS Enterprise and the Services.
6. Telemetry Data
For the purpose of this Section, “Telemetry Data” means all information and data of Customer collected in connection with Customer’s use of Camunda SaaS Enterprise, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda SaaS Enterprise Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda SaaS Enterprise are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda SaaS Enterprise, to ensure the security, stability and functionality of Camunda SaaS Enterprise and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda SaaS Enterprise and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda SaaS Enterprise or in connection with performance of the Services during the Subscription or to Third Party products..
7. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
8. Availability Targets and Availability Service Credits
Camunda will ensure Availability Targets for the Core Automation Cluster within a Stable Cluster as defined in the applicable Availability option below (Basic, Standard or Advanced Hosting Package). For Management Application Clusters, Camunda will ensure Availability Targets of 99.0% within a Stable Cluster. Availability Targets do not apply to Alpha Versions or Alpha Offerings of Camunda SaaS Enterprise or to components within Clusters using an unsupported Version of Camunda SaaS Enterprise (as specified in Section 2 of Schedule 1 of these Minium Terms). If Camunda misses the Availability Targets for the Core Automation Cluster within a Stable Cluster in any calendar month, Camunda will provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Basic Hosting Package:
Availability Target 99%
Availability Service Credit
Less than 99% but equal to or greater than 98.5%
1.5%
Less than 98.5% but equal to or greater than 98.0%
3%
Less than 98.0%
4.5%
Standard Hosting Package:
Availability Target 99.5%
Availability Service Credit
Less than 99.5% but equal to or greater than 99.25%
3%
Less than 99.25% but equal to or greater than 99.0%
4.5%
Less than 99.0%
6%
Advanced Hosting Package:
Availability Target 99.9%
Availability Service Credit
Less than 99.9% but equal to or greater than 99.8%
4.5%
Less than 99.8% but equal to or greater than 99.7%
6%
Less than 99.7%
7.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda SaaS Enterprise has not met the Availability Targets within any Cluster.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda SaaS Enterprise within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective August 23rd 2024 to October 28th 2024
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Table of Contents
Any sale of the Software and the Services to you (“Customer”, “You”, “Your”) by Your reseller (the “Reseller”) shall be solely pursuant to a written agreement between You and Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the Order Form incorporates a link to this version of the Minimum Terms (the “Minimum Terms”), which, for the avoidance of doubt, represents the version in force at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that such a version of the Minimum Terms is the version binding and effective on You. You further acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to sell the Software and the Services to You.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services that you purchased through the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Additional Consulting Services means all Consulting Services provided by Camunda that are not Remote Consulting Services and not part of the Subscription. Customer may order Additional Consulting Services with the same Order Form as the Subscription or with an additional Order Form or quote.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 8.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which provides access to certain Additional Consulting Services.
Camunda Platform means, as the context requires, either Camunda Platform Saas or Camunda Platform Self-Managed.
Camunda Platform SaaS means the Camunda Platform edition hosted by Camunda as software as a service. [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Camunda Platform Self-Managed means the self-managed edition of Camunda Platform as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means Remote Consulting Services as described in Schedule 2 to the Minimum Terms “Remote Consulting Services” or Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda Platform SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at docs.camunda.io.
Downtime has the meaning ascribed to it in Schedule 5 to these Minimum Terms “Camunda Platform SaaS” [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda Platform SaaS Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time via a new Order Form. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Order Form means the order form, purchase order or any other applicable ordering document, irrespective of the name of such document, pursuant to which the Customer, either directly or through an agent, purchases a Subscription and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community Licenshub.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt), or the bmpn.io licenspmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services mean Support and Maintenance Services and Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of each Subscription whereas Additional Consulting Services may be ordered with the same Order Form as the Subscription or an additional Order Form or quote.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms “Support and Maintenance Services” and agreed upon between the Parties in the applicable Order Form.
Software means the Components that are part of Camunda Platform, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms “Support and Maintenance Services”.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metrics are either organized in tiers and cover Process Instances, Decision Instances and Task Users or determined by the sale or licensing of Solution Packages to End-Customers. The Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms “Support and Maintenance Services”. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.2 Third-Party Contractors
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.3 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda offers help and guidance with certain technical issues not otherwise covered by Support and Maintenance Services. The terms and conditions of such Remote Consulting Services are described in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
2.4 Access to Camunda Academy
During a Subscription Term, the Customer may have access to Camunda Academy. The Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy.
2.5 Provision of Additional Consulting Services
The Customer may purchase Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”. The Additional Consulting Services are not part of the Subscription.
2.6 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.7 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 6 ( Liability).
2.8 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS “SUPPORT AND MAINTENANCE SERVICES”, THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.9 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) outside the Permitted Usage or the agreed upon SLA or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Disclosing Party (including in these Minimum Terms), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any Third Party other than Affiliates. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.4 Compelled Disclosure
The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.5 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
3.6 Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End-Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an Exhibit to these Minimum Terms or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
4. Infringement
4.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes a copyright, trade secret or U.S., E.U., or Japanese patent of any Third Party.
4.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
4.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
4.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
4.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
5. Warranty
5.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and now unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
5.2 Camunda’s warranty provided in Section 5.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
5.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 5.1 AND 5.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
6. Liability
6.1 Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
6.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
6.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
7. Export, Human Rights, and Anti-Corruption
7.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
7.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
7.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
8. Miscellaneous
8.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
8.2 Sub-contracting
Except as provided for in this Section, Camunda shall not subcontract all or part of its obligations under these Minimum Terms or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of these Minimum Terms to the contrary, Customer understands and agrees that Services under these Minimum Terms may be provided in whole or in part by employees or contractors of the signing Camunda entity or a related Camunda entity. Consequently, Camunda shall be permitted to subcontract all or part of its Services obligations under these Minimum Terms or any Order Form to any Camunda Affiliate without the requirement of prior approval by Customer; provided, however, that Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of these Minimum Terms and (if applicable) the Order Form, by any such Camunda Affiliate.
8.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next following business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
8.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
8.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
8.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
8.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized representative of each Party.
8.8 Customer Reference; Publicity
Either Party to these Minimum Terms may publicize the existence of the business relationship established by these Minimum Terms in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Subject to the other Party’s approval of any release, which approval will not be unreasonably withheld, Camunda and Customer agree to issue a joint press release within thirty (30) days of execution of the Order Form (or sooner if mutually agreed). Customer agrees to provide an executive level quote for such press release. Despite the foregoing, neither party may disclose the specific terms of these Minimum Terms, except as required by applicable law.
8.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
9. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
9.1 The United States of America, Canada and Mexico
Two new Sections, Sections 8.10 (High Risk Activities) and 8.11 (U.S. Government), are added:
8.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
8.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.
9.2 Germany, Austria, Switzerland
9.2.1Section 3.1 (Definition) is replaced as follows:
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
9.2.2Section 6 (Liability) is replaced as follows:
6. Liability
6.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
6.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded.
6.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
9.2.3The last sentence of Section 8.1 (Assignment) is deleted.
Schedule 1 to the Minimum Terms “Support and Maintenance Services”
Terms not defined in this Schedule 1 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms “Remote Consulting Services”
Terms not defined in this Schedule 2 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
1. Scope
Subject to Customer's compliance with the Minimum Terms, in particular the timely payment of all applicable Fees, Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for an annual quota of Remote Consulting Services hours as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care.
“Remote Consulting Services” means any services provided hereunder and which do not fall within the scope of Support and Maintenance Services. In particular, these include Help Requests which contain queries that go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.,
answering questions or giving recommendations for action regarding the practical application of the Software, or
outlining examples of successful best practices from other Customer projects.
If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term the unused Consulting hours expire without any refund.
2. Availability of the consultant
Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Schedule 3 to the Minimum Terms “Additional Consulting Services”
1. Provision of Additional Consulting Services
1.1 If Customer exceeds the maximum number of participants stated in a quote or Order Form, Camunda reserves the right to invoice the additional participants separately.
1.2 If the quote or Order Form specifies a period of performance, the Additional Consulting Services must be used during that period; unused Additional Consulting Services that were not used within the period of performance expire without replacement or refund.
1.3 If Customer purchases Remote Consulting Services Hours, the terms and conditions of Schedule 2 to the Minimum Terms “Remote Consulting Services” will apply conclusively to these Remote Consulting Services hours.
1.4 Customer has no rights to record, reproduce any materials, or distribute any materials to any Third Party, for any purpose, without the consent of Camunda.
2. Delivery and Performance of the Additional Consulting Services
2.1 Additional Consulting Services may be delivered as on-site or remote and for cost or free of charge. The Additional Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Additional Consulting Services during the term), or the provision of other Camunda products or services.
2.2 All Additional Consulting Services are performed by knowledgeable and experienced industry professionals selected by Camunda. If the industry professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative Consultant or suggest an alternate date. If the Customer reasonably objects to the alternative Consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case Camunda waives its right to claim for compensation. If the Customer purchases multiple Additional Consulting Services, this rule shall only apply to the respective Additional Consulting Services.
2.3 During a Subscription Term, the Customer may register for, and have access to, certain Additional Consulting Services via Camunda Academy. In such a case, the Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy and use of the respective Additional Consulting Services.
Schedule 4 to the Minimum Terms “Camunda Platform Self-Managed”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform Self-Managed Subscription]
This Schedule 4 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform Self-Managed Subscription. In case of a conflict between this Schedule 4 and any other clause of the Minimum Terms, the terms of this Schedule 4 will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Platform Self-Managed
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) than the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users (or any other Usage Metric as defined in the applicable Order Form). At the end of each Subscription year, Customer will count the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) and report the number within twenty-one (21) days to Camunda via email.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of the Minimum Terms and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions of the Minimum Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Platform Self-Managed Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Platform Self-Managed and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform Self-Managed and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 5 to the Minimum Terms “Camunda Platform SaaS”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform SaaS Subscription]
This Schedule 5 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform SaaS Subscription. In case of a conflict between this Schedule 5 and any other clause of the Minimum Terms, the terms of this Schedule 5 will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda Platform SaaS.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 9 (“Availability Targets and Availability Service Credits”) of this Schedule.
Cluster means a deployment of Automation Components for Camunda Platform SaaS.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda Platform SaaS in accordance with the Minimum Terms;
Customer’s use of Camunda Platform SaaS outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda Platform SaaS as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda Platform SaaS by Camunda in order to improve Camunda Platform SaaS and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda Platform SaaS which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual Fee agreed between Camunda and the Reseller for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda Platform SaaS and Alpha Offerings
In order to use Camunda Platform SaaS and the Services, Customer must register for a Camunda Platform SaaS Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the Minimum Terms and its other Schedules, any notifications regarding Camunda Platform SaaS or the Services will be sent to the email address registered with this Account.
During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda Platform SaaS within the License Scope, the Usage Metrics and the Hosting Packages.
From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda Platform SaaS. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
Customer shall not: (i) execute or attempt to execute any Malware in Camunda Platform SaaS or use or attempt to use Camunda Platform SaaS to transmit Malware; (ii) use Camunda Platform SaaS to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Platform SaaS to compete against Camunda; (iv) use Camunda Platform SaaS for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Platform SaaS through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Platform SaaS; (vii) interfere with or disrupt the integrity, security or performance of Camunda Platform SaaS or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda Platform SaaS or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Platform SaaS or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda Platform SaaS by Camunda’s other licensees or customers.
If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate the Minimum Terms, or the use of Camunda Platform SaaS by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda Platform SaaS until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of the Minimum Terms by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda Platform SaaS to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of the Minimum Terms.
4. Availability and Maintenance Work
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda Platform SaaS as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda Platform SaaS and the Services.
6. Telemetry Data
For the purpose of this Section, Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda Platform SaaS, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda Platform SaaS Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda Platform SaaS are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda Platform SaaS, to ensure the security, stability and functionality of Camunda Platform SaaS and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform SaaS and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (“New Versions”) of Schedule 1 to the Minimum Terms “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of Camunda Platform SaaS within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Cluster which uses an Alpha Version or Alpha Offering of Camunda Platform SaaS, or to Components within Clusters which use a Version of Camunda Platform SaaS for which Support and Maintenance Services are no longer supported (as specified in Section 2 of Schedule 1 to the Minimum Terms “Support and Maintenance Services”). If the Monthly Uptime Percentage for Camunda Platform SaaS Core Components within a Stable Cluster falls below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with this Schedule, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda Platform SaaS has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda Platform SaaS within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective February 12th 2024 to August 23rd 2024
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Table of Contents
Any sale of the Software and the Services to you (“Customer”, “You”, “Your”) by Your reseller (the “Reseller”) shall be solely pursuant to a written agreement between You and Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the Order Form incorporates a link to this version of the Minimum Terms (the “Minimum Terms”), which, for the avoidance of doubt, represents the version in force at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that such a version of the Minimum Terms is the version binding and effective on You. You further acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to sell the Software and the Services to You.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services that you purchased through the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Additional Consulting Services means all Consulting Services provided by Camunda that are not Remote Consulting Services and not part of the Subscription. Customer may order Additional Consulting Services with the same Order Form as the Subscription or with an additional Order Form or quote.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 8.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which provides access to certain Additional Consulting Services.
Camunda Platform means, as the context requires, either Camunda Platform Saas or Camunda Platform Self-Managed.
Camunda Platform SaaS means the Camunda Platform edition hosted by Camunda as software as a service. [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Camunda Platform Self-Managed means the self-managed edition of Camunda Platform as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means Remote Consulting Services as described in Schedule 2 to the Minimum Terms “Remote Consulting Services” or Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda Platform SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at docs.camunda.io.
Downtime has the meaning ascribed to it in Schedule 5 to these Minimum Terms “Camunda Platform SaaS” [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda Platform SaaS Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time via a new Order Form. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Order Form means the order form, purchase order or any other applicable ordering document, irrespective of the name of such document, pursuant to which the Customer, either directly or through an agent, purchases a Subscription and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community Licenshub.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt), or the bmpn.io licenspmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services mean Support and Maintenance Services and Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of each Subscription whereas Additional Consulting Services may be ordered with the same Order Form as the Subscription or an additional Order Form or quote.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms “Support and Maintenance Services” and agreed upon between the Parties in the applicable Order Form.
Software means the Components that are part of Camunda Platform, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms “Support and Maintenance Services”.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metrics are either organized in tiers and cover Process Instances, Decision Instances and Task Users or determined by the sale or licensing of Solution Packages to End-Customers. The Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms “Support and Maintenance Services”. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.2 Third-Party Contractors
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.3 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda offers help and guidance with certain technical issues not otherwise covered by Support and Maintenance Services. The terms and conditions of such Remote Consulting Services are described in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
2.4 Access to Camunda Academy
During a Subscription Term, the Customer may have access to Camunda Academy. The Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy.
2.5 Provision of Additional Consulting Services
The Customer may purchase Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”. The Additional Consulting Services are not part of the Subscription.
2.6 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.7 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 6 ( Liability).
2.8 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS “SUPPORT AND MAINTENANCE SERVICES”, THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.9 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) outside the Permitted Usage or the agreed upon SLA or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Disclosing Party (including in these Minimum Terms), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any Third Party other than Affiliates. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.4 Compelled Disclosure
The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.5 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
3.6 Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End-Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an Exhibit to these Minimum Terms or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
4. Infringement
4.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes a copyright, trade secret or U.S., E.U., or Japanese patent of any Third Party.
4.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
4.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
4.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
4.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
5. Warranty
5.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and now unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
5.2 Camunda’s warranty provided in Section 5.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
5.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 5.1 AND 5.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
6. Liability
6.1 Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
6.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
6.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
7. Export, Human Rights, and Anti-Corruption
7.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
7.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
7.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
8. Miscellaneous
8.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
8.2 Sub-contracting
Except as provided for in this Section, Camunda shall not subcontract all or part of its obligations under these Minimum Terms or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of these Minimum Terms to the contrary, Customer understands and agrees that Services under these Minimum Terms may be provided in whole or in part by employees or contractors of the signing Camunda entity or a related Camunda entity. Consequently, Camunda shall be permitted to subcontract all or part of its Services obligations under these Minimum Terms or any Order Form to any Camunda Affiliate without the requirement of prior approval by Customer; provided, however, that Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of these Minimum Terms and (if applicable) the Order Form, by any such Camunda Affiliate.
8.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next following business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
8.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
8.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
8.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
8.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized representative of each Party.
8.8 Customer Reference; Publicity
Either Party to these Minimum Terms may publicize the existence of the business relationship established by these Minimum Terms in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Subject to the other Party’s approval of any release, which approval will not be unreasonably withheld, Camunda and Customer agree to issue a joint press release within thirty (30) days of execution of the Order Form (or sooner if mutually agreed). Customer agrees to provide an executive level quote for such press release. Despite the foregoing, neither party may disclose the specific terms of these Minimum Terms, except as required by applicable law.
8.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
9. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
9.1 The United States of America, Canada and Mexico
Two new Sections, Sections 8.10 (High Risk Activities) and 8.11 (U.S. Government), are added:
8.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
8.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.
9.2 Germany, Austria, Switzerland
9.2.1Section 3.1 (Definition) is replaced as follows:
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
9.2.2Section 6 (Liability) is replaced as follows:
6. Liability
6.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
6.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded.
6.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
9.2.3The last sentence of Section 8.1 (Assignment) is deleted.
Schedule 1 to the Minimum Terms “Support and Maintenance Services”
Terms not defined in this Schedule 1 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms “Remote Consulting Services”
Terms not defined in this Schedule 2 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
1. Scope
Subject to Customer's compliance with the Minimum Terms, in particular the timely payment of all applicable Fees, Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for an annual quota of Remote Consulting Services hours as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care.
“Remote Consulting Services” means any services provided hereunder and which do not fall within the scope of Support and Maintenance Services. In particular, these include Help Requests which contain queries that go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.,
answering questions or giving recommendations for action regarding the practical application of the Software, or
outlining examples of successful best practices from other Customer projects.
If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term the unused Consulting hours expire without any refund.
2. Availability of the consultant
Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Schedule 3 to the Minimum Terms “Additional Consulting Services”
1. Provision of Additional Consulting Services
1.1 If Customer exceeds the maximum number of participants stated in a quote or Order Form, Camunda reserves the right to invoice the additional participants separately.
1.2 If the quote or Order Form specifies a period of performance, the Additional Consulting Services must be used during that period; unused Additional Consulting Services that were not used within the period of performance expire without replacement or refund.
1.3 If Customer purchases Remote Consulting Services Hours, the terms and conditions of Schedule 2 to the Minimum Terms “Remote Consulting Services” will apply conclusively to these Remote Consulting Services hours.
1.4 Customer has no rights to record, reproduce any materials, or distribute any materials to any Third Party, for any purpose, without the consent of Camunda.
2. Delivery and Performance of the Additional Consulting Services
2.1 Additional Consulting Services may be delivered as on-site or remote and for cost or free of charge. The Additional Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Additional Consulting Services during the term), or the provision of other Camunda products or services.
2.2 All Additional Consulting Services are performed by knowledgeable and experienced industry professionals selected by Camunda. If the industry professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative Consultant or suggest an alternate date. If the Customer reasonably objects to the alternative Consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case Camunda waives its right to claim for compensation. If the Customer purchases multiple Additional Consulting Services, this rule shall only apply to the respective Additional Consulting Services.
2.3 During a Subscription Term, the Customer may register for, and have access to, certain Additional Consulting Services via Camunda Academy. In such a case, the Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy and use of the respective Additional Consulting Services.
Schedule 4 to the Minimum Terms “Camunda Platform Self-Managed”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform Self-Managed Subscription]
This Schedule 4 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform Self-Managed Subscription. In case of a conflict between this Schedule 4 and any other clause of the Minimum Terms, the terms of this Schedule 4 will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Platform Self-Managed
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) than the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users (or any other Usage Metric as defined in the applicable Order Form). At the end of each Subscription year, Customer will count the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) and report the number within twenty-one (21) days to Camunda via email.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of the Minimum Terms and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions of the Minimum Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Platform Self-Managed Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Platform Self-Managed and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform Self-Managed and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 5 to the Minimum Terms “Camunda Platform SaaS”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform SaaS Subscription]
This Schedule 5 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform SaaS Subscription. In case of a conflict between this Schedule 5 and any other clause of the Minimum Terms, the terms of this Schedule 5 will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda Platform SaaS.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 9 (“Availability Targets and Availability Service Credits”) of this Schedule.
Cluster means a deployment of Automation Components for Camunda Platform SaaS.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda Platform SaaS in accordance with the Minimum Terms;
Customer’s use of Camunda Platform SaaS outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda Platform SaaS as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda Platform SaaS by Camunda in order to improve Camunda Platform SaaS and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda Platform SaaS which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual Fee agreed between Camunda and the Reseller for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda Platform SaaS and Beta Offerings
In order to use Camunda Platform SaaS and the Services, Customer must register for a Camunda Platform SaaS Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the Minimum Terms and its other Schedules, any notifications regarding Camunda Platform SaaS or the Services will be sent to the email address registered with this Account.
During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda Platform SaaS within the License Scope, the Usage Metrics and the Hosting Packages.
From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda Platform SaaS. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
Customer shall not: (i) execute or attempt to execute any Malware in Camunda Platform SaaS or use or attempt to use Camunda Platform SaaS to transmit Malware; (ii) use Camunda Platform SaaS to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Platform SaaS to compete against Camunda; (iv) use Camunda Platform SaaS for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Platform SaaS through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Platform SaaS; (vii) interfere with or disrupt the integrity, security or performance of Camunda Platform SaaS or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda Platform SaaS or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Platform SaaS or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda Platform SaaS by Camunda’s other licensees or customers.
If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate the Minimum Terms, or the use of Camunda Platform SaaS by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda Platform SaaS until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of the Minimum Terms by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda Platform SaaS to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of the Minimum Terms.
4. Availability and Maintenance Work
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda Platform SaaS as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda Platform SaaS and the Services.
6. Telemetry Data
For the purpose of this Section, Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda Platform SaaS, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda Platform SaaS Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda Platform SaaS are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda Platform SaaS, to ensure the security, stability and functionality of Camunda Platform SaaS and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform SaaS and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (“New Versions”) of Schedule 1 to the Minimum Terms “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of Camunda Platform SaaS within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Cluster which uses an Alpha Version or Beta Offering of Camunda Platform SaaS, or to Components within Clusters which use a Version of Camunda Platform SaaS for which Support and Maintenance Services are no longer supported (as specified in Section 2 of Schedule 1 to the Minimum Terms “Support and Maintenance Services”). If the Monthly Uptime Percentage for Camunda Platform SaaS Core Components within a Stable Cluster falls below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with this Schedule, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda Platform SaaS has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda Platform SaaS within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective March 21st 2023 to February 12th 2024
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Table of Contents
Any sale of the Software and the Services to you (“Customer”, “You”, “Your”) by Your reseller (the “Reseller”) shall be solely pursuant to a written agreement between You and Reseller (“Product Purchase Agreement”). The Product Purchase Agreement or, as applicable, the Order Form incorporates a link to this version of the Minimum Terms (the “Minimum Terms”), which, for the avoidance of doubt, represents the version in force at the time of signature of the Product Purchase Agreement or, as applicable, of the Order Form. You hereby acknowledge and agree that such a version of the Minimum Terms is the version binding and effective on You. You further acknowledge and agree that these Minimum Terms shall be binding between Camunda and You only to the extent there is a valid agreement in place between Camunda and the Reseller granting the latter the right to sell the Software and the Services to You.
These Minimum Terms set forth the terms and conditions based on which You shall be granted the right to use or access the Software and receive the Services that you purchased through the Reseller.
1. Definitions
8x5 means that Support and Maintenance Services are available during Business Hours.
24x7 means that Support and Maintenance Services are available 24 hours a day, 7 days a week.
Additional Consulting Services means all Consulting Services provided by Camunda that are not Remote Consulting Services and not part of the Subscription. Customer may order Additional Consulting Services with the same Order Form as the Subscription or with an additional Order Form or quote.
Affiliate means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Camunda means the Camunda entity indicated under Section 8.9 of these Minimum Terms.
Camunda Academy means the online learning platform of Camunda which provides access to certain Additional Consulting Services.
Camunda Platform means, as the context requires, either Camunda Platform Saas or Camunda Platform Self-Managed.
Camunda Platform SaaS means the Camunda Platform edition hosted by Camunda as software as a service. [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Camunda Platform Self-Managed means the self-managed edition of Camunda Platform as described in the Documentation.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Consulting Services means Remote Consulting Services as described in Schedule 2 to the Minimum Terms “Remote Consulting Services” or Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”.
Contractor means any Third Party that is performing IT services on Customer´s behalf.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes (if applicable) continued Downtime of the Core Components relating to a Camunda Platform SaaS Subscription.
Decision Instance (DI) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The DI may be part of the Usage Metrics.
Documentation means guidelines, instructions and recommended actions for all Components of the Software available at docs.camunda.io.
Downtime has the meaning ascribed to it in Schedule 5 to these Minimum Terms “Camunda Platform SaaS” [Note: only applicable if the Customer purchases a Camunda Platform SaaS Subscription]
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
License Scope means the area of use for the Subscription as set forth in the applicable Order Form. Typically, this is aligned with the scope of the project for which the Software is used. The License Scope is part of the Permitted Usage.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes (if applicable) continued Downtime of all Components (excluding Core Components) relating to a Camunda Platform SaaS Subscription.
Major Release means the publication of a new Version of the Software increasing the Version number by 1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Minimum Term means the minimum initial period of a Subscription as shown in the Order Form and having a length of no less than one (1) year, such period to start on the Start Date specified in the Order Form.
Minor Release means the publication of a new Version of the Software increasing the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. A Minor Release generally contains new and/or adjusted functionalities and/or bug fixes. Minor Releases may add backward compatible functionalities.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the applicable Order Form. Additional Named Support Contacts may be purchased separately at any time via a new Order Form. Customer shall indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer shall provide to Camunda the name and email address of all Named Support Contacts. Camunda shall have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Order Form means the order form, purchase order or any other applicable ordering document, irrespective of the name of such document, pursuant to which the Customer, either directly or through an agent, purchases a Subscription and which references these Minimum Terms.
Patch Release means the publication of a new Version of the Software increasing the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in these Minimum Terms. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Permitted Usage means the usage parameters (including both Usage Metrics and License Scope) with respect to the Software and Services as more particularly specified in the applicable Order Form.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Process Instance (PI) means the technical execution of a BPMN process definition in the Camunda Workflow Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The PI may be part of the Usage Metrics.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Public Software means software (including but not limited to any libraries, utilities or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model. Public Software licenses include, but are not limited to the Apache 2.0 license, the MIT license, the Zeebe Community Licenshub.com/camunda-cloud/zeebe/blob/main/licenses/ZEEBE-COMMUNITY-LICENSE-1.1.txt), or the bmpn.io licenspmn.io/license/). Public Software provided to Customer under these Minimum Terms may include Third-Party Public Software.
Remote Consulting Services has the meaning given to it in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
Renewal Term means, unless otherwise agreed to in an applicable Order Form, each successive one (1) year term of the Subscription after the Minimum Term.
Response Time means the time from the notification of a Critical Error, Major Error or Support Request by Customer via the agreed reporting method (as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) to the initiation of actions by Camunda.
Selected Time Zone means the time zone specified in an Order Form, which may be a time zone between UTC−08:00 and UTC+12:00 as offered by Camunda.
Services mean Support and Maintenance Services and Consulting Services. Support and Maintenance Services and Remote Consulting Services are part of each Subscription whereas Additional Consulting Services may be ordered with the same Order Form as the Subscription or an additional Order Form or quote.
SLA stands for Service Level Agreement and means the agreed performance targets as set out in Schedule 1 to the Minimum Terms “Support and Maintenance Services” and agreed upon between the Parties in the applicable Order Form.
Software means the Components that are part of Camunda Platform, provided or made accessible to Customer by Camunda under these Minimum Terms, including all new Versions thereof.
Solution Package means the product of Customer which includes the Software delivered or made accessible hereunder, which Customer integrates using the interfaces (API) existing in the Software and explicitly described in the Documentation which applies for the respective Version of the Software.
Start Date means the date when a Subscription starts and that is defined in the Order Form.
Subscription means Customer´s right, for the Subscription Term, to receive Services and a right to use or access the Software, always subject to strict compliance with the terms of these Minimum Terms.
Subscription Term means the time for which a Subscription is valid, which starts with the Minimum Term followed by any subsequent Renewal Term(s).
Support and Maintenance Services means the services described in Schedule 1 to the Minimum Terms “Support and Maintenance Services”.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (TU) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once. For purposes of clarity, if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The TU may be part of the Usage Metrics..
Third Party means any legal or natural person who is not a Party to the Minimum Terms and who is not an Affiliate of any of the Parties.
Third-Party Public Software is a subcategory of Public Software and means any Public Software which is copyrighted by a Third Party.
Usage Metrics means the metrics that determines the fee of a Subscription, based on the amount of usage. The Usage Metrics are either organized in tiers and cover Process Instances, Decision Instances and Task Users or determined by the sale or licensing of Solution Packages to End-Customers. The Usage Metrics are part of the Permitted Usage.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Services
2.1 Provision of Support and Maintenance Services
During the applicable Subscription Term, Camunda will provide Customer with Support and Maintenance Services for the Software according to Schedule 1 to the Minimum Terms “Support and Maintenance Services”. Support and Maintenance Services will be delivered to Customer remotely, electronically, through the internet, and when applicable, depending on the purchased SLA, via telephone. For the avoidance of doubt, Support and Maintenance Services are not delivered in person at Customer’s facilities.
2.2 Third-Party Contractors
At Customer´s written request to Camunda´s support desk (which may be via e-mail if its receipt is confirmed and acknowledged), Camunda will provide the Support and Maintenance Services to Customer´s Contractors, solely in connection with such Contractors´ provision of services to Customer, and provided that: (i) Customer shall remain responsible to Camunda for the compliance of such Contractors with the terms and conditions of these Minimum Terms, and (ii) such Contractors are contractually bound to obligations that reasonably protect Camunda´s intellectual property and Confidential Information.
2.3 Provision of Remote Consulting Services
During the applicable Subscription Term, Camunda offers help and guidance with certain technical issues not otherwise covered by Support and Maintenance Services. The terms and conditions of such Remote Consulting Services are described in Schedule 2 to the Minimum Terms “Remote Consulting Services”.
2.4 Access to Camunda Academy
During a Subscription Term, the Customer may have access to Camunda Academy. The Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy.
2.5 Provision of Additional Consulting Services
The Customer may purchase Additional Consulting Services as described in Schedule 3 to the Minimum Terms “Additional Consulting Services”. The Additional Consulting Services are not part of the Subscription.
2.6 Restrictions on Services
Support and Maintenance Services and Remote Consulting Services are provided to Customer only according to the Permitted Usage (which includes use by Customer´s Affiliates or Contractors performing services on behalf of Customer). When providing Services, Camunda does not require access to Customer's information system resources and networks and will only access these if explicitly requested by the Customer. Access to the Customer's information system resources and networks shall not include: (i) consulting an employee of the Customer in the performance of work on the Customer's employee´s computer, (ii) accessing the Customer's employee´s computer via a screen sharing session, or (iii) accessing the network systems of the Customer via an assigned internet account.
2.7 Services Warranty
Camunda warrants that it will perform the Services as specified in the Order Form, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, Camunda´s sole obligation, and Customer's exclusive remedy, shall be for Camunda to reperform the applicable Services. Any claims for damages are subject to the limitations set forth under Section 6 ( Liability).
2.8 Disclaimer of Service Warranty
THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTION 6 BELOW OR IN SCHEDULE 1 TO THE MINIMUM TERMS “SUPPORT AND MAINTENANCE SERVICES”, THE SERVICES ARE DELIVERED “AS IS”, WITH NO WARRANTIES OF ANY KIND. CAMUNDA PROVIDES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKES NO WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED USE, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION OR RELATED SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
2.9 Exclusion of other Services
Except to the extent expressly set forth in these Minimum Terms or an Order Form, Camunda shall have no obligation whatsoever to provide Customer with any other services including, but not limited to customization, programming, integration, development of software programs, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, and analysis or corrections of Errors (each as defined in Schedule 1 to the Minimum Terms “Support and Maintenance Services”) outside the Permitted Usage or the agreed upon SLA or for any Components, which the Customer did not receive or which was made accessible to the Customer as part of the Software under the applicable Order Form.
3. Confidential Information
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
3.2 Non-Use and Non-Disclosure
Except to the extent authorized in writing by the Disclosing Party (including in these Minimum Terms), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any Third Party other than Affiliates. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
3.4 Compelled Disclosure
The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
3.5 Return of Confidential Information
Upon expiration or termination of these Minimum Terms for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party shall not be required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of these Minimum Terms.
3.6 Data Protection
Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other personal data of their employees or End-Customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations
If Customer nevertheless transmits or shares or intends to transmit or share any other personal data of its employees or End-Customers, it shall notify Camunda in advance so that the Parties can incorporate a data processing agreement (“DPA”) as an Exhibit to these Minimum Terms or sign a separate DPA. In any event, Camunda will, taking into account the nature of the personal data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of personal data.
4. Infringement
4.1 Obligation
Subject to each of the other provisions hereof, Camunda (at its expense) shall defend or, at its option, settle, any Infringement Claim brought against Customer by a Third Party and indemnify Customer against damages and costs (i) finally awarded against by a court of competent jurisdiction or (ii) settled with the consent of Camunda and in both cases payable by Customer in any such Infringement Claim. For purposes of this Section, Infringement Claim shall mean any claim, action or proceeding asserting that, during the applicable Subscription Term, any software program included in the Software, to the extent licensed under these Minimum Terms, infringes a copyright, trade secret or U.S., E.U., or Japanese patent of any Third Party.
4.2 Exclusions
Camunda shall have no obligation under the previous Section for: (i) any modification of the Software that is not performed by or on behalf of Camunda; (ii) the combination or use of the Software with any other products, services or equipment not provided by Camunda or part of the Software, where there would be no Infringement Claim but for such combination; (iii) Software not provided directly to Customer by Camunda; (iv) use of the applicable Software other than in accordance with the terms and conditions of these Minimum Terms; or (v) the failure of Customer to use, within thirty (30) days of Customer's receipt of notice from Camunda regarding the availability of a new Version and that such new Version addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim without a material loss of functionality.
4.3 Conditions
Camunda's obligations pursuant to this Section are conditional upon Customer (i) notifying Camunda in writing of the claim promptly after its receipt of the claim, (ii) not acknowledging the alleged infringement of the intellectual property right even if the Customer discontinues use of the Software, (iii) allowing Camunda to assume sole control of the defense and any settlement negotiations related to the claim and (iv) cooperating with Camunda, at Camunda’s expense, in the defense and any related settlement negotiations related to the claim.
4.4 Remedies
In the event that any software program included in the Software is held, or in Camunda’s sole opinion may be held, to constitute an infringement, Camunda, at its option and expense, will either (i) modify or replace such program, or infringing part thereof, within a commercially reasonable timeframe to make it non-infringing provided there is no substantial loss of functionality, (ii) procure for Customer the right to continue using such program, or infringing part thereof, or (iii) accept return of the Software which includes such program and refund to the Customer a portion of the prepaid Fees paid in relation to the applicable Subscription Term, pro rata for the cancelled portion of the Subscription Term.
4.5 Exclusivity
THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND CAMUNDA’S SOLE OBLIGATION, FOR A THIRD-PARTY CLAIM THAT ANY SOFTWARE, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
5. Warranty
5.1 Subject to each of the other provisions in this Section, Camunda warrants, solely to the Customer, that for a period of sixty (60) days after the Start Date of the Subscription, the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. If Camunda is unable to correct the Error within thirty (30) days of receipt of notice of the applicable non-conformity, Camunda grants Customer the right to terminate these Minimum Terms and the associated Subscription, whereby Camunda refunds to Customer any prepaid and now unused Fees paid by Customer to Camunda for the applicable Subscription Term on a pro rata basis as of the effective date of the termination.
5.2 Camunda’s warranty provided in Section 5.1 will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with these Minimum Terms and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
5.3 THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 5.1 AND 5.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THESE MINIMUM TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
6. Liability
6.1 Excluded Damages
EXCEPT FOR ANY LIABILITY UNDER “CONFIDENTIALITY”, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THESE MINIMUM TERMS. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA. NOTHING IN THESE MINIMUM TERMS SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
6.2 Damages Cap
EXCEPT FOR ANY LIABILITY ARISING FROM (i) A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THESE MINIMUM TERMS OR (ii) CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM. IN THE CASE OF CAMUNDA’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL CAMUNDA BE LIABLE TO CUSTOMER UNDER ANY ORDER FORM FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE DATE OF CLAIM.
6.3 Basis of the Bargain
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
7. Export, Human Rights, and Anti-Corruption
7.1 Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
7.2 Compliance Human Rights
Each Party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
7.3 Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
8. Miscellaneous
8.1 Assignment
Camunda may assign these Minimum Terms or any Order Form in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party shall assign, transfer or sublicense any obligation or benefit under these Minimum Terms or any Order Form without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer these Minimum Terms or any Order Form or parts of the rights and obligations of these Minimum Terms or any Order Form solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
8.2 Sub-contracting
Except as provided for in this Section, Camunda shall not subcontract all or part of its obligations under these Minimum Terms or any Order Form to a Third Party without prior approval by Customer. Despite the foregoing or any other provision of these Minimum Terms to the contrary, Customer understands and agrees that Services under these Minimum Terms may be provided in whole or in part by employees or contractors of the signing Camunda entity or a related Camunda entity. Consequently, Camunda shall be permitted to subcontract all or part of its Services obligations under these Minimum Terms or any Order Form to any Camunda Affiliate without the requirement of prior approval by Customer; provided, however, that Camunda shall remain responsible for the performance of such obligations, and for compliance with the terms and conditions of these Minimum Terms and (if applicable) the Order Form, by any such Camunda Affiliate.
8.3 Notices
All notices under these Minimum Terms shall be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at the email address provided to Camunda on the applicable Order Form, any Customer portal page provided by Camunda to Customer or as communicated in writing by Customer to Camunda. Any notices which also require physical delivery shall be in writing, and shall be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices shall be deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next following business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
8.4 No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
8.5 Severability
If any provision of these Minimum Terms is invalid in law, this shall be without prejudice to the legal effectiveness of the other parts of these Minimum Terms. In lieu of the invalid provision, the Parties undertake to agree to a valid clause which reflects it as nearly as possible in business terms and best serves the purpose of these Minimum Terms. The same shall apply in the event of any omission from these Minimum Terms.
8.6 Conflict Resolution
If a conflict arises between the Parties out of or in connection with these Minimum Terms or the use of the Software, the Parties shall first seek an amicable settlement. In the event of disputes arising out of or in connection with these Minimum Terms or the use of the Software, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law within the meaning of these Minimum Terms. Any court action shall only be admissible if a hearing date has taken place within the framework of the mediation or if more than 60 days have elapsed since the mediation request of one side.
8.7 Amendments
These Minimum Terms may be modified, replaced or rescinded only by a written amendment that expressly amends by reference to the section or sections, which they want to change or replace and which is signed by a duly authorized representative of each Party.
8.8 Customer Reference; Publicity
Either Party to these Minimum Terms may publicize the existence of the business relationship established by these Minimum Terms in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. The Customer grants to Camunda, during the term of these Minimum Terms and any Order Form, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Subject to the other Party’s approval of any release, which approval will not be unreasonably withheld, Camunda and Customer agree to issue a joint press release within thirty (30) days of execution of the Order Form (or sooner if mutually agreed). Customer agrees to provide an executive level quote for such press release. Despite the foregoing, neither party may disclose the specific terms of these Minimum Terms, except as required by applicable law.
8.9 Camunda Entity, Governing Law and Venue
The Camunda entity bound by these Minimum Terms, the law governing these Minimum Terms and any non-contractual obligations, disputes or lawsuits arising out of or in connection with these Minimum Terms, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity bound by the Minimum Terms
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Battery Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP,
Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
9. Regional Terms
Customer agrees to the following modifications to these Minimum Terms if Customer’s domicile is in the regions as described below:
9.1 The United States of America, Canada and Mexico
Two new Sections, Sections 8.10 (High Risk Activities) and 8.11 (U.S. Government), are added:
8.10 High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
8.11 U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in these Minimum Terms and any applicable license agreement for the Software.
9.2 Germany, Austria, Switzerland
9.2.1Section 3.1 (Definition) is replaced as follows:
3.1 Definition
“Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act , the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in these Minimum Terms. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
9.2.2Section 6 (Liability) is replaced as follows:
6. Liability
6.1 General Liability
Camunda shall be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act.
6.2 Limitation of Liability
In cases involving a simple negligent breach of Primary Obligations, Camunda’s liability shall be limited to replacement of the foreseeable damage typically occurring. Primary Obligations are such basic duties which form the essence of these Minimum Terms, which were decisive for the conclusion of the Minimum Terms and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches of accessory contractual obligations is excluded. Further liability - for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded.
6.3 Liability for Data Loss
If the Customer´s losses result from a loss of data, Camunda shall only be liable for this to the extent that the damage would not have been avoided even if the Customer had made a backup of all the relevant data.
9.2.3The last sentence of Section 8.1 (Assignment) is deleted.
Schedule 1 to the Minimum Terms “Support and Maintenance Services”
Terms not defined in this Schedule 1 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Support and Maintenance Services hereunder.
1. Scope
Camunda shall provide the following Support and Maintenance Services with due diligence and care during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of software development and in the operation of process applications (including, for example, by providing help with definable problems of software development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
correct Errors and respond to Support Requests within the time periods as offered by Camunda in its SLA and specified on the applicable Order Form.
2. New Versions
Support and Maintenance Services are provided for each Version of the Software that is supported at a particular time and for a period of 18 months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to the Minimum Terms until a new Version is available. Whether a particular Version of the Software is supported at a particular time can be gathered from the Documentation. Camunda publishes new Versions of the Software from time to time via the download page at its sole discretion. As soon as Camunda provides a new Version, the Documentation shall also be adapted accordingly and Camunda will inform the Named Support Contacts.
3. Customer´s Responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact shall immediately inform Camunda via the agreed upon reporting method (as set forth in Section 5 of this Schedule).
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in automatically reproducing the Error, including for example via a unit test. Should such an automatic reproduction be impossible, Error shall be described as precisely as possible.
If an Error is reported, Customer shall: (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications to the Software it has made or any other issues that may impact the operation of the Software.
Customer shall cooperate with Camunda to provide Camunda with sufficient time and the opportunity to carry out the necessary work.
Unless not commercially reasonable to do so, Customer shall implement suggestions from Camunda on elimination of Errors, including, but not limited to, installation of Minor Releases, Patch Releases or hotfixes pursuant to the Minimum Terms.
Customer is solely responsible for the appropriate daily backup of its data in accordance with the importance of the respective data. This also applies in particular for all data Customer manages with the Software.
Any obligations of Camunda for Support and Maintenance Services do not extend to (i) Errors that are due to unauthorized modifications of the Software by Customer or a Third Party or (ii) Customer’s failure to comply with this Section.
4. Excluded Services
Support and Maintenance Services under the Minimum Terms do not include any of the following:
Support and Maintenance Services on Customer’s premises,
Support and Maintenance Services for any Version of the Software modified by Customer,
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software,
development of software programs (e.g. add-on modules or components) that have other functions than those described in the applicable Documentation of the Software,
programming services to integrate the Software with products of Customer or Third Parties,
support of adaptations and extensions of the Software programmed by Customer,
Support and Maintenance Services for the integration of the Software into the data processing environment of Customer,
introduction and training of Customer’s employees in the use of the Software,
recommendation of action for the optimal use of the Software,
Error correction and Remote Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation,
any Support and Maintenance Services for any components that Customer did not receive as part of the Delivery of the Software, or
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with the Minimum Terms or Documentation or unauthorized modifications, and recovery of data, including data stored by the Software.
5. SLA
Subject to each of the other provisions of the Minimum Terms, with the purchase of a Subscription, Camunda will respond to Errors according to the SLA Identified in the applicable Order Form (Standard or Advanced SLA) and as defined in the table below. The timeframes in the table regarding Response Times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Standard SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Advanced SLA
Severity Level
Availability Times
Response Times
Reporting Method
1 (Critical Error)
24x7
2 Hours
24x7 Emergency Hotline
2 (Major Error)
8x5
8 Business Hours
Primary: Ticketing System
Secondary: Normal Hotline
3 (Support Requests)
8x5
16 Business Hours
Ticketing System
Schedule 2 to the Minimum Terms “Remote Consulting Services”
Terms not defined in this Schedule 2 to the Minimum Terms shall have the same meaning set forth in the Minimum Terms. Any failure of Customer to pay all Fees as they come due or any use by the Customer of the Software outside of the Permitted Usage, shall, at Camunda’s sole option, immediately discharge any obligation of Camunda to provide Remote Consulting Services hereunder.
1. Scope
Subject to Customer's compliance with the Minimum Terms, in particular the timely payment of all applicable Fees, Customer is entitled to receive Remote Consulting Services during the applicable Subscription Term for an annual quota of Remote Consulting Services hours as set out in the applicable Order Form, which shall be provided by Camunda with due diligence and care.
“Remote Consulting Services” means any services provided hereunder and which do not fall within the scope of Support and Maintenance Services. In particular, these include Help Requests which contain queries that go beyond the functionality of the Software and involve issues regarding use of the Software in the software development process and during operation. Typical examples of Remote Consulting Services are
assessment and commenting of Customer´s models (BPMN, DMN), Customer-specific code, SQL statement, etc.,
answering questions or giving recommendations for action regarding the practical application of the Software, or
outlining examples of successful best practices from other Customer projects.
If the annual quota of Remote Consulting Services hours is used up during the Subscription Term, Camunda will notify the Named Support Contact. At the end of each Subscription Term the unused Consulting hours expire without any refund.
2. Availability of the consultant
Camunda shall put a consultant at the Customer´s disposal on the Start Date of a Subscription. Camunda shall appoint a new, qualified representative for the Customer if Camunda decides it necessary for operational reasons or if the consultant becomes unavailable. A Named Support Contact of the Customer may contact the consultant using the ticketing system. Direct interactions with the consultant are possible by telephone or web conference (e.g., Webex, Skype GoTOMeeting, Zoom, etc.) and must be agreed individually with the consultant. The consultant or a suitable alternative consultant shall be generally available during Business Hours. The Response Times agreed in the Order Form for Support and Maintenance Services expressly do not apply.
Schedule 3 to the Minimum Terms “Additional Consulting Services”
1. Provision of Additional Consulting Services
1.1 If Customer exceeds the maximum number of participants stated in a quote or Order Form, Camunda reserves the right to invoice the additional participants separately.
1.2 If the quote or Order Form specifies a period of performance, the Additional Consulting Services must be used during that period; unused Additional Consulting Services that were not used within the period of performance expire without replacement or refund.
1.3 If Customer purchases Remote Consulting Services Hours, the terms and conditions of Schedule 2 to the Minimum Terms “Remote Consulting Services” will apply conclusively to these Remote Consulting Services hours.
1.4 Customer has no rights to record, reproduce any materials, or distribute any materials to any Third Party, for any purpose, without the consent of Camunda.
2. Delivery and Performance of the Additional Consulting Services
2.1 Additional Consulting Services may be delivered as on-site or remote and for cost or free of charge. The Additional Consulting Services do not include specified deliverables, acceptance of deliverables, a set schedule, access to Camunda technical support (other than from the designated engineer (“Consultant”) performing the Additional Consulting Services during the term), or the provision of other Camunda products or services.
2.2 All Additional Consulting Services are performed by knowledgeable and experienced industry professionals selected by Camunda. If the industry professional provided by Camunda cannot meet the scheduled appointment, Camunda is obliged to propose a qualified alternative Consultant or suggest an alternate date. If the Customer reasonably objects to the alternative Consultant or no agreement on an alternative date can be reached, it is up to the Customer to withdraw from the assignment. In this case Camunda waives its right to claim for compensation. If the Customer purchases multiple Additional Consulting Services, this rule shall only apply to the respective Additional Consulting Services.
2.3 During a Subscription Term, the Customer may register for, and have access to, certain Additional Consulting Services via Camunda Academy. In such a case, the Camunda Academy online terms and conditions will govern Customer’s access to Camunda Academy and use of the respective Additional Consulting Services.
Schedule 4 to the Minimum Terms “Camunda Platform Self-Managed”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform Self-Managed Subscription]
This Schedule 4 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform Self-Managed Subscription. In case of a conflict between this Schedule 4 and any other clause of the Minimum Terms, the terms of this Schedule 4 will prevail.
1. Delivery
Camunda shall provide the Software in object code only; no physical format shall be delivered. Promptly after execution of the initial Order Form, Camunda will provide the Customer with the sign-in credentials to download and use the Software. For purposes of the applicable Order Form, the Software will be deemed to have been delivered to Customer upon provision of such sign-in credentials (“Delivery”) and the Software is deemed to be accepted by Customer upon Delivery. For every Renewal Term, Customer acknowledges and agrees that there is no further Delivery requirement. Such Renewal Term shall be deemed delivered on the first day of the then-current Subscription Term of the applicable Subscription.
2. License rights for Camunda Platform Self-Managed
2.1 License Grant
Subject to Customer’s material compliance with the terms and conditions of the Minimum Terms, Camunda hereby grants to Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license, during the Subscription Term and within the scope of the Permitted Usage (but without limiting any licensed rights granted under applicable Public Software) to (i) install, run, and use the Software, (ii) develop Solution Package, (iii) allow a Contractor or an Affiliate to use the Software as outlined in (i) or (ii) of this Section of solely in the context of performing services on behalf of Customer and subject to all of the restrictions of the Minimum Terms (including but not limited to the license restrictions found in the Minimum Terms, the confidentiality obligations, and the export regulations), (iv) permit Affiliates to use the Solution Package without passing on the sign-in credentials, and (v) offer the Solution Package to Affiliates or Third Parties as software-as-a-service or “SaaS” offerings. Within the License Scope, the Customer may use the Software with unlimited Usage Metrics for developing, testing and staging.
2.2. License Restrictions
Except as expressly authorized in the Minimum Terms, Customer will not, and will not permit any Affiliate or Contractor to: (i) reverse engineer, decompile, decrypt or otherwise derive the source code to the portions of the Software, except as permitted by law; (ii) modify or copy any part of the Software; (iii) use the Software for any purpose other than as specifically authorised herein; (iv) sell, hire out, lease, distribute or lend the Software as such or as part of an Solution Package to any Third Party; (v) circumvent any restrictions on use of the Software, including those which are imposed or preserved by a license key or by sign-in credentials; (vi) exceed the Permitted Usage; (vii) use the Software other than in accordance with the Minimum Terms or the applicable Order Form or any applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (viii) use the Software for a product or service that offers no substantial, additional value-added software application features and functions, in addition to the features and functions of the Software or provide the Software to an Affiliate or a Contractor in order to do so, or (ix) remove or alter copyright notices, serial numbers or other program identification features, patent notices, trademarks, logos, trade secrets and suchlike, unless Camunda has provided prior written consent to any such action or use.
2.3 License Grant to Public Software
The licensed rights in any Public Software included in the Software are determined by the applicable Public Software license and not the Minimum Terms. Camunda cannot or does not control, and cannot negotiate or change, the terms of the applicable Public Software licence. Despite the foregoing, no Public Software applicable to software programs included in the Software will restrict the licensed rights otherwise granted to the Customer under the Minimum Terms. Any Third-Party Public Software is listed in the Documentation together with the respective copyright notices and license texts. The Customer shall be responsible for its compliance with all Public Software licenses included in the Software.
3. Reporting
3.1 Reporting
Customer agrees to promptly notify Camunda in writing if it uses more DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) than the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) for which Customer has purchased such Subscription ("Excess Instances or Users") and to request an amending or additional Order Form that covers the Excess Instances or Users (or any other Usage Metric as defined in the applicable Order Form). At the end of each Subscription year, Customer will count the number of DI, PI or TU (or any other Usage Metric as defined in the applicable Order Form) and report the number within twenty-one (21) days to Camunda via email.
3.2 Auditing
For the term of the Minimum Terms and for a period of one (1) year after termination or expiration of the Minimum Terms and only if Camunda does not receive the report described in the previous Section or Camunda reasonably believes that the report may be materially inaccurate, Camunda will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s records inspected and audited to verify compliance with the license restrictions of the Minimum Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Camunda will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case Customer will pay for the audit. Customer agrees to pay any underpayment to Camunda within thirty (30) days of receiving notice of the underpayment.
3.3 Telemetry Data
For the purpose of this Section, Telemetry Data means both quantitative and qualitative data, including, but not limited to, hashed IP addresses, error logs, crash reports, bugs, and information about browsers, hosts, services, and related pages accessed by users, API calls, Software Version, infra technology and database technology used to run the Software as well as product usage. Customer acknowledges that certain features used in connection with the Camunda Platform Self-Managed Subscription are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Platform Self-Managed and to improve the user experience. If enabled, Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform Self-Managed and the Services to Customer. Camunda will use the Telemetry Data subject to applicable law. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
Schedule 5 to the Minimum Terms “Camunda Platform SaaS”
[Note: this Schedule only applies if the Customer purchases a Camunda Platform SaaS Subscription]
This Schedule 5 to the Minimum Terms applies to all Subscriptions concluded on the basis of the Minimum Terms and classified as a Camunda Platform SaaS Subscription. In case of a conflict between this Schedule 5 and any other clause of the Minimum Terms, the terms of this Schedule 5 will prevail.
1. Definitions
Definitions not otherwise defined in the Minimum Terms or in the Documentation will have the meanings ascribed to them in this Section.
Alpha Version means a pre-release Version of Camunda Platform SaaS.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Reseller’s invoice in accordance with Section 9 (“Availability Targets and Availability Service Credits”) of this Schedule.
Cluster means a deployment of Automation Components for Camunda Platform SaaS.
Development Cluster is a Cluster provided for development purposes and non-production usage with Reserved CPU, Reserved GB RAM and Reserved GB Storage as defined in the Order Form.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of Camunda Platform SaaS in accordance with the Minimum Terms;
Customer’s use of Camunda Platform SaaS outside the Hosting Packages;
Customer’s breach of the Minimum Terms or unauthorized actions through Customer’s Account;
factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure, Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider; for the purpose of this Schedule, “Event of Force Majeure” means any causes beyond Camunda’s reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, strikes (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
failure by Customer to take any reasonable remedial action in relation to Camunda Platform SaaS as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches;
updates to Clusters initiated by Customer;
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of Camunda Platform SaaS by Camunda in order to improve Camunda Platform SaaS and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only a part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Reseller means the legal entity purchasing a Subscription from Camunda for the purpose of reselling it to the Customer pursuant to a Product Purchase Agreement.
Reserved CPU Cores means the number of CPU cores purchased by Customer, as set out in any Order Form.
Reserved GB RAM means the gigabytes of RAM purchased by Customer, as set out in any Order Form.
Reserved GB Storage means the gigabytes of storage purchased by Customer, as set out in any Order Form.
Stable means, in relation to a Cluster, that the Cluster uses a Version of Camunda Platform SaaS which is not an Alpha Version.
Total Monthly Fee means the amount equal to the annual Fee agreed between Camunda and the Reseller for the respective Subscription divided by twelve.
2. Registration. Right to use Camunda Platform SaaS and Beta Offerings
In order to use Camunda Platform SaaS and the Services, Customer must register for a Camunda Platform SaaS Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer's or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to the Minimum Terms and its other Schedules, any notifications regarding Camunda Platform SaaS or the Services will be sent to the email address registered with this Account.
During the Subscription Term, and subject to Customer's compliance with these Minimum Terms, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Camunda Platform SaaS within the License Scope, the Usage Metrics and the Hosting Packages.
From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions Camunda Platform SaaS. Camunda will have no liability (including under any indemnities under the Minimum Terms) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
3. Restrictions
Customer shall not: (i) execute or attempt to execute any Malware in Camunda Platform SaaS or use or attempt to use Camunda Platform SaaS to transmit Malware; (ii) use Camunda Platform SaaS to store or distribute any information, material or data that is harassing, threatening, infringing, libellous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Platform SaaS to compete against Camunda; (iv) use Camunda Platform SaaS for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Platform SaaS through Customer's Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Platform SaaS; (vii) interfere with or disrupt the integrity, security or performance of Camunda Platform SaaS or Third Party data contained therein; (viii) attempt to gain unauthorized access to Camunda Platform SaaS or any associated systems or networks; or (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Platform SaaS or any component thereof; (x) perform or attempt to perform any actions that would prevent use of Camunda Platform SaaS by Camunda’s other licensees or customers.
If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate the Minimum Terms, or the use of Camunda Platform SaaS by Customer presents a material security risk, Camunda may suspend Customer’s use of Camunda Platform SaaS until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys' costs up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of the Minimum Terms by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of Camunda Platform SaaS to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of the Minimum Terms.
4. Availability and Maintenance Work
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for the Camunda Platform SaaS as set out in Section 9 of this Schedule. Any Errors affecting the Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside Business Hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
5. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to use or receive Camunda Platform SaaS and the Services.
6. Telemetry Data
For the purpose of this Section, Telemetry Data means all information and data of Customer collected in connection with Customer’s use of Camunda Platform SaaS, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and Camunda Platform SaaS Version. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with Camunda Platform SaaS are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of Camunda Platform SaaS, to ensure the security, stability and functionality of Camunda Platform SaaS and provide support to Customer, such as guidance that will help optimise usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available at https://camunda.com/legal/privacy/. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve Camunda Platform SaaS and the Services to Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in Camunda Platform SaaS or in connection with performance of the Services during the Subscription or to Third Party products.
7. Process Experience Components
Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2 (“New Versions”) of Schedule 1 to the Minimum Terms “Support and Maintenance Services” is not applicable for Process Experience Components.
8. Disclaimer of Warranties for Development Clusters
NOTWITHSTANDING ANY OTHER CLAUSE IN THE MINIMUM TERMS, DEVELOPMENT CLUSTERS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
9. Availability Targets and Availability Service Credits
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of Camunda Platform SaaS within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Cluster which uses an Alpha Version or Beta Offering of Camunda Platform SaaS, or to Components within Clusters which use a Version of Camunda Platform SaaS for which Support and Maintenance Services are no longer supported (as specified in Section 2 of Schedule 1 to the Minimum Terms “Support and Maintenance Services”). If the Monthly Uptime Percentage for Camunda Platform SaaS Core Components within a Stable Cluster falls below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with this Schedule, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee:
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which Camunda Platform SaaS has not met the Availability Targets within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Targets, then Camunda will apply the Availability Service Credit to Customer against the next invoice issued to the Reseller related to this Subscription. In case the Customer fails to provide the request and other information as required above, Camunda will not provide any Availability Service Credits. Availability Service Credits are not refundable in cash and can only be used as a credit against future invoices issued by Camunda to the Reseller. Availability Service Credits are exclusive of any applicable taxes charged to Reseller or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of Camunda Platform SaaS within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Camunda Academy Terms
Version
Effective July 1st 2026
Download
Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SERVICES AGREEMENT OR SIMILAR WRITTEN AGREEMENT GOVERNING THE SAME SUBJECT MATTER AS THESE TERMS, THE PROVISIONS OF SUCH AGREEMENT SHALL SUPERSEDE THESE TERMS. THESE ONLINE TERMS SHALL APPLY ONLY TO THE EXTENT THAT THEY ARE NOT INCONSISTENT WITH THE PROVISIONS OF THE EXECUTED AGREEMENT. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective May 7th 2025 to July 1st 2026
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SERVICES AGREEMENT OR SIMILAR WRITTEN AGREEMENT GOVERNING THE SAME SUBJECT MATTER AS THESE TERMS, THE PROVISIONS OF SUCH AGREEMENT SHALL SUPERSEDE THESE TERMS. THESE ONLINE TERMS SHALL APPLY ONLY TO THE EXTENT THAT THEY ARE NOT INCONSISTENT WITH THE PROVISIONS OF THE EXECUTED AGREEMENT. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via an Order Form and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective January 16th 2025 to May 7th 2025
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SERVICES AGREEMENT OR SIMILAR WRITTEN AGREEMENT GOVERNING THE SAME SUBJECT MATTER AS THESE TERMS, THE PROVISIONS OF SUCH AGREEMENT SHALL SUPERSEDE THESE TERMS. THESE ONLINE TERMS SHALL APPLY ONLY TO THE EXTENT THAT THEY ARE NOT INCONSISTENT WITH THE PROVISIONS OF THE EXECUTED AGREEMENT. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SUBSCRIPTION AGREEMENT OR SIMILAR WRITTEN AGREEMENT ADDRESSING THE SAME SUBJECT MATTER AS THESE TERMS, THE TERMS OF SUCH AGREEMENT SHALL TAKE PRECEDENCE.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely via Camunda Academy.
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective January 8th 2025 to January 16th 2025
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These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM. IN THE EVENT THAT THE PARTIES HAVE EXECUTED A MASTER SERVICES AGREEMENT OR SIMILAR WRITTEN AGREEMENT GOVERNING THE SAME SUBJECT MATTER AS THESE TERMS, THE PROVISIONS OF SUCH AGREEMENT SHALL SUPERSEDE THESE TERMS. THESE ONLINE TERMS SHALL APPLY ONLY TO THE EXTENT THAT THEY ARE NOT INCONSISTENT WITH THE PROVISIONS OF THE EXECUTED AGREEMENT.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely, through the Academy Platform, and have either a public classroom format (which provides the ability for Students to enroll on a public schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective October 31st 2023 to January 8th 2025
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely, through the Academy Platform, and have either a public classroom format (which provides the ability for Students to enroll on a public schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore or (vi) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective August 10th 2023 to October 31st 2023
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely, through the Academy Platform, and have either a public classroom format (which provides the ability for Students to enroll on a public schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective August 10th 2023 to August 10th 2023
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 25 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 26. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or which is under a common control with a Party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees, vicarious agents, representatives and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings and (ii) Instructor-Led Trainings, which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
The purpose of the Academy Platform is to enable Students to complete the Trainings, while at the same time providing feedback, where applicable, to Students’ employers about the Training courses attended and completed by the Students via the Academy Platform.
There are two types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of Trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
Instructor-led trainings (“Instructor-Led Trainings”) are Trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on-site or remotely, through the Academy Platform, and have either a public classroom format (which provides the ability for Students to enroll on a public schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
All Trainings can be free of charge or paid.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
online payment, by using your credit or debit card; or
bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation by Camunda
In case of paid Trainings to be delivered on-site for which less than 4 participants have registered, Camunda reserves the right to cancel or reschedule the dates of such Trainings, if necessary, with at least 21 calendar days’ notice before the date when such Trainings should have taken place. Should Camunda cancel a paid on-site Training for such a reason, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of paid Trainings, for any reason, with at least 7 calendar days’ notice (in case of remote paid Trainings) or with at least 21 calendar days’ notice (in case of on-site paid Trainings) before the date when such Trainings should have taken place. In case of cancellations, full refunds will be issued to you in accordance with Section 10 (Refunds) below.
If a paid Training is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such paid Training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled Training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 10 (Refunds).
In case of a rescheduling of a paid Training, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage to life, body and health.
9. Cancellation by Student
Student may cancel any registration for paid Trainings that are provided remotely for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 7 days before the start of the booked paid Training.
Student may cancel any registration for paid Trainings that are provided on-site for any reason by providing written notice to Camunda via email at academy@camunda.com, where such notice is received by Camunda not less than 30 days before the start of the booked on-site Training. In such case, the Student is not obliged to pay the respective fee; if the payment has already been made by the Student, Camunda will refund it in accordance with Section 10 (Refunds).
In all other cases of cancellation, Camunda will charge Student the full fee. The Student is permitted to provide a substitute participant.
10. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
11. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
12. Confidentiality
Parties or their Affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
13. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
14. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 12 (Confidentiality), 13 (Intellectual Property Rights) and 20 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
15. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
16. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release and fully discharge and covenant not to sue Camunda, its Affiliates, officers, directors, shareholders, employees or vicarious agents and each of their respective successors and assigns in connection with any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
18. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
19. Data Protection
Camunda Services GmbH is a Controller within the meaning of the GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes your Personal Data as described in Camunda’s privacy policy (https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform. Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
Camunda may process the following Personal Data for the purposes of operating and improving the Academy Platform:
Student data: full name, job title, company name, email Address, telephone;
Trainings-related data: any Personal Data processed as part of your participation in the Trainings such as enrollments in and completions of Trainings and Training scores.
Camunda may share such Personal Data with Your employer to inform the employer about Your attendance and completion of certain Trainings.
For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
20. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or
(iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
21. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwiseuse your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
22. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is (i) deemed unlawful, (ii) collides against any mandatory internal policies of Camunda (which may, inter alia, restrict the access to Camunda Academy for Students from countries that qualify as Prohibited Entities or from other countries, in the latter case due to e.g. local regulatory obstacles, insufficient intellectual property rights protection, market operability or ethical issues), or (iii) infringes any third-party rights. You hereby voluntarily release and fully discharge Camunda, its Affiliates, officers, directors, shareholders, employees, vicarious agents and each of their respective successors and assigns from any and all liability, claims of any nature or damages which are related to, arise out of, or are in any way related to the termination of the Agreement or suspension by Camunda of your right to use and access the Academy Platform pursuant to this paragraph.
23. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to the Student.
25. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
26. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
28. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting
of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to
U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 22 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55- 58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 12 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 12 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 12 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 16 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 17 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 22 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 25 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1) the following two paragraphs are added at the end of Section 9 (Cancellation by Camunda):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 16 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 17 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 17 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 25 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1) The following paragraph is added at the end of Section 17 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 22 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 26 (Regional Terms) of the Agreement, as follows:
27. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
28. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective June 13th 2023 to August 10th 2023
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 24 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 25. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“CCPA” means the California Consumer Privacy Act of 2018.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings, (ii) Instructor-Led Trainings and (iii) Blended Trainings, and which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
There are three types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
On-demand trainings are free of charge.
Instructor-led trainings (“Instructor-Led Trainings”) are trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on site or remotely, through the Academy Platform, and which have either an open classroom format (which provides the ability for Students to enroll on an open schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
Blended trainings (“Blended Trainings”) are a combination of On-Demand Trainings and Instructor-Led Trainings where, following successful completion by the Students of an On-Demand Training, the respective Students have the option to register for and take part in an instructor-led session to deepen their knowledge acquired in the On-Demand Training (“Instructor Session”).
Instructor-Led Trainings and Instructor Sessions are paid Trainings. Notwithstanding this, Camunda reserves the right to provide certain Instructor-Led Trainings and/or Instructor Sessions for free, for specific Student categories.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings or Instructor Sessions that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training or Instructor Session for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
(a) online payment, by using your credit or debit card; or
(b) bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation of Instructor-Led Trainings and Instructor Sessions
In case of on-site training sessions, Camunda reserves the right to cancel Instructor-Led Trainings or Instructor Sessions with less than 4 participants or reschedule the dates of such trainings, if necessary, with at least 21 calendar days’ notice before the date of any such cancelled or rescheduled training. Should Camunda cancel an Instructor-Led Training or Instructor Session for such a reason, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of Instructor-Led Trainings or Instructor Sessions, for any reason, with at least 7 calendar days’ notice (in case of remote trainings) or with at least 21 calendar days’ notice (in case of on-site trainings) before the date of any such cancelled or rescheduled training. In case of cancellations, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
If an Instructor-Led Training or Instructor Session is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 9 (Refunds).
In case of a rescheduling of an Instructor-Led Training or an Instructor Session, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage of life, body and health.
9. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
10. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
11. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users , and its affiliates' employees, officers, agents (including, without limitation, vicarious agents), contractors, partners and representatives who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
12. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
13. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 11 (Confidentiality), 12 (Intellectual Property Rights) and 19 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
14. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
15. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
16. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
17. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
18. Data Protection
You are responsible for complying with all applicable privacy or data protection laws and regulations, including, without limitation, the GDPR and the CCPA.
If you provide personal data to Camunda through the Academy Platform, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information (“Personal Data”), you grant Camunda the right and license to collect, host, store, process and otherwise use (as set forth in this Agreement) Personal Data for the purposes of operating and improving the Academy Platform. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform.
19. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
20. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwise use your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
21. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is deemed unlawful or infringes any third-party right.
22. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
23. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to Student.
24. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
25. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
27. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 21 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55-58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 11 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 11 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 11 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 15 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 16 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 21 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 24 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1), the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 15 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training or Instructor Session and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 16 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 16 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION A.3 OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 24 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1). The following paragraph is added at the end of Section 16 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 21 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
27. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Effective March 10th 2023 to June 13th 2023
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Table of Contents
These Camunda Academy Terms and Conditions (together, the “Agreement”) constitute a contract between the Camunda entity set forth in Section 24 (Governing Law and Venue) of this Agreement (“Camunda”, ”we”, ”us”, “our”) and the Student and govern the Student’s access to and use of the Academy Platform (together, Camunda and Student are hereinafter referred to individually as a “Party” and, together, as the “Parties”). We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
If you are a consumer in Germany, Austria or Switzerland, please note the deviating provisions in Section 25. Here you will also find, in particular, information on the right of withdrawal and deviating liability provisions.
BY ACCESSING AND USING THE ACADEMY PLATFORM IN ANY MANNER, STUDENT ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF STUDENT DOES NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT IN ITS ENTIRETY, STUDENT SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE ACADEMY PLATFORM.
DO NOT CHECK THE BOX AND CLICK “REGISTER”, UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CHECK THE BOX ON THE ACADEMY PLATFORM SIGN UP PAGE LABELED “I CONFIRM THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS”, AND CLICK “REGISTER”, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO AND YOU WILL BE GRANTED ACCESS TO THE ACADEMY PLATFORM, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
1. Definitions
“Academy Platform” is the learning platform of Camunda (informally Camunda Academy) which provides Students with access to Trainings about Camunda’s products.
“CCPA” means the California Consumer Privacy Act of 2018.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Feedback” means suggestions, enhancement requests, recommendations or any other feedback provided by the Student, relating to the operation, features or functionality of the Academy Platform, and of Camunda’s products in general.
“Materials” means all information, data, products, algorithms, code, sample code in source code format, graphics, images, courses and training materials, software or content, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Trainings through the Academy Platform, in any media or format, including related documentation, improvements, updates, patches and enhancements, as well as any output and result that Camunda may provide or make available on the Academy Platform for the purpose of enabling Students to receive the Trainings and deepen their knowledge of the topics addressed by such Trainings.
“Order Form” means the ordering document pursuant to which a Student that is a Camunda customer or a Camunda partner purchases a paid Training under this Agreement.
“Repository Materials” means Materials made available to Students on repositories, directories or other storage spaces on GitHub or other similar Git hosting providers.
“Student”, “you”, “your” means, as applicable, Camunda customers, Camunda partners, prospective customers, members of the Camunda community of developers and any other beneficiary of the Academy Platform, including the entity on behalf of which the Student registers and any of its authorized employees and users (“End Users”);
“Student Location” means the Student’s registered office or domicile, as applicable.
“Trainings” means, collectively, (i) On-Demand Trainings, (ii) Instructor-Led Trainings and (iii) Blended Trainings, and which in all cases include proprietary Training modules developed and owned by Camunda, including, but not limited to, all Materials.
2. Interpretation
All references in this Agreement to the Academy Platform shall be deemed to include all information and content incorporated into or used by the Academy Platform (including, without limitation, the Materials and Trainings), unless otherwise specifically provided.
3. Types of Trainings provided via the Academy Platform
There are three types of Trainings offered by Camunda to which this Agreement applies, as follows:
On-demand trainings (“On-Demand Trainings”) are a collection of trainings and courses that are always available online by accessing the Academy Platform and that have been curated to provide an efficient way for Students to quickly acquire basic knowledge on Camunda products.
On-demand trainings are free of charge.
Instructor-led trainings (“Instructor-Led Trainings”) are trainings and courses on Camunda’s products, bookable via the Academy Platform and facilitated by a dedicated instructor. Instructor-Led Trainings are delivered on site or remotely, through the Academy Platform, and which have either an open classroom format (which provides the ability for Students to enroll on an open schedule of training courses) or a private classroom format (which provides the ability for a group of Students to enroll on private courses, customized to the specific needs of the respective Students).
Blended trainings (“Blended Trainings”) are a combination of On-Demand Trainings and Instructor-Led Trainings where, following successful completion by the Students of an On-Demand Training, the respective Students have the option to register for and take part in an instructor-led session to deepen their knowledge acquired in the On-Demand Training (“Instructor Session”).
Instructor-Led Trainings and Instructor Sessions are paid Trainings. Notwithstanding this, Camunda reserves the right to provide certain Instructor-Led Trainings and/or Instructor Sessions for free, for specific Student categories.
4. Registration to the Academy Platform
Registration takes place online at https://academy.camunda.com, unless you are a Camunda partner, in which case registration will be through https://partner-academy.camunda.com. Access to the Academy Platform will be provided by Camunda at its sole discretion. Any access codes and passwords are restricted to you and your End Users only and Camunda reserves the right to revoke your access at any time. By registering, you agree to provide truthful and accurate information and to be solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access the Academy Platform and consume the Trainings, as well as any activity that occurs under your account on the Academy Platform. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to or provided with through the Academy Platform.
5. Registration for Trainings
Registrations for Trainings through the Academy Platform are binding and will be confirmed by Camunda (either within the Academy Platform or via email) once you have successfully paid for the chosen paid Training or, in the case of a free Training, within a reasonable time from receipt of your registration for such free Training (the “Registration Confirmation”). Upon receipt of the Registration Confirmation, the contract for participation in the Training between Camunda and Student (“Training Contract”) is deemed concluded. In case of Instructor-Led Trainings or Instructor Sessions that impose a limit in the maximum number of participants, registrations will be considered in the order of receipt up to such limit In this latter case, we will inform you promptly on the date and time of the available slot for the Instructor-Led Training or Instructor Session for which you have registered.
6. Fees and Payment
The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
(a) online payment, by using your credit or debit card; or
(b) bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment.
The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform.
Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement.
Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement.
Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by Camunda sent via email or made available on the Academy Platform.
If you are a Camunda customer or Camunda partner, the payment terms laid down in your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed between us.
7. Attendance confirmation and certificates
Upon successful completion of any Trainings, you will receive a certificate of completion which will be available for download in your account on the Academy Platform.
8. Cancellation of Instructor-Led Trainings and Instructor Sessions
In case of on-site training sessions, Camunda reserves the right to cancel Instructor-Led Trainings or Instructor Sessions with less than 4 participants or reschedule the dates of such trainings, if necessary, with at least 21 calendar days’ notice before the date of any such cancelled or rescheduled training. Should Camunda cancel an Instructor-Led Training or Instructor Session for such a reason, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
Camunda reserves the right to cancel or reschedule the date of Instructor-Led Trainings or Instructor Sessions, for any reason, with at least 7 calendar days’ notice (in case of remote trainings) or with at least 21 calendar days’ notice (in case of on-site trainings) before the date of any such cancelled or rescheduled training. In case of cancellations, full refunds will be issued to you in accordance with Section 9 (Refunds) below.
If an Instructor-Led Training or Instructor Session is cancelled due to force majeure, illness of the instructor or other circumstances for which Camunda is not responsible, Camunda’s sole liability will be to offer the Student an alternative date for such training. If no agreement is reached on an alternative date, the Student is free to withdraw its registration for the cancelled training by providing prompt written notice to Camunda, and if the training fee has already been paid, Camunda will refund it in accordance with Section 9 (Refunds).
In case of a rescheduling of an Instructor-Led Training or an Instructor Session, Camunda is only liable for intent and gross negligence. This limitation of liability does not apply in case of damage of life, body and health.
9. Refunds
Except where this Agreement expressly states that you are entitled to a refund, there is no refund of fees. If you become entitled under this Agreement to receive a refund, then refunds will be paid to you within 30 days of cancellation.
10. Your Obligations
In accessing the Academy Platform, you shall:
use commercially reasonable efforts to prevent unauthorized access to or use of the Academy Platform, including keeping passwords and usernames confidential and not permitting any third-party to access or use your username, password, or account for the Academy Platform;
only allow your End Users (which, should Camunda allow it, may include your customers or prospective customers) to use the Academy Platform and consume the Trainings and solely for your training and learning purposes, causing them to comply with this Agreement;
be solely responsible and liable for all activity conducted through your account in connection with the Academy Platform;
promptly notify Camunda if you become aware of or reasonably suspect any security breach relating in any way to the Academy Platform, including any loss, theft, or unauthorized disclosure or use of your username, password, or account;
otherwise access the Academy Platform only in accordance with the applicable laws and regulations.
You shall not:
use the Academy Platform to store or transmit any content, including content, that may be infringing, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws;
attempt to gain unauthorized access to the Academy Platform, or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Academy Platform;
authorize, permit, or encourage any third-party to do any of the above;
post or transmit through the Academy Platform software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Academy Platform;
participate on the Academy Platform in any manner that consists of any unsolicited or unauthorized advertising, commercial solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” political campaign materials, mass mailings, “pyramid schemes,” or any other form of solicitation.
11. Confidentiality
Parties or their affiliates may exchange information for the purpose of this Agreement, including, without limitation, in connection with the use of the Academy Platform by the Student, which will be deemed confidential if marked as confidential in the Academy Platform or would normally under the circumstances be considered as such (“Confidential Information”). For the avoidance of doubt, the Materials and the Trainings are considered Camunda’s Confidential Information.
Confidential Information does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient. The receiving party will treat the Confidential Information as confidential and with no less than reasonable care and will only use the Confidential Information for the purpose and for the duration of the relationship under this Agreement.
The receiving party may only disclose Confidential Information with the prior written approval of the disclosing party, or to its End Users who need to know the Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as in this Section.
Furthermore, the receiving party shall be permitted to disclose Confidential Information as necessary to comply with applicable laws or valid order of a court of law or other governmental body and, in such case, to the extent permitted by applicable law, the receiving party shall: (i) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
The receiving party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
12. Intellectual Property Rights
Each party retains the intellectual property rights over its own Confidential Information. Save for any rights reserved to third parties, Camunda retains all rights, title and interest, including any intellectual property rights, in and to the Academy Platform and any information and content incorporated into or used by the Academy Platform. Intellectual property rights mean rights such as copyright, trademarks, service marks, domain names, design rights, database rights, patents, know-how and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world).
13. Access to the Academy Platform
Subject to your compliance with this Agreement, during the term thereof, Camunda provides you a right to access, register for, view and use the Academy Platform and any information and content incorporated into or used by the Academy Platform, only as necessary to enable you to receive and consume the Trainings, and subject to any restrictions contained in this Agreement (including, without limitation, those resulting from Sections 11 (Confidentiality), 12 (Intellectual Property Rights) and 19 (Export) hereto. All other uses are expressly prohibited. Except if expressly stated otherwise in the Agreement, this Agreement does not grant you any right to reproduce, record, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, or otherwise transfer, commercially exploit, publicly display or use the Academy Platform and any information and content incorporated into or used by the Academy Platform or any other right to the Academy Platform not specifically set forth herein, unless you have been granted explicit written permission to do so.
Notwithstanding the preceding paragraph of this Section, nothing in this Agreement is intended to change or restrict the terms of any open source, free software or public license applicable to Repository Materials made available by Camunda. Provided that the Students fully comply with the terms and conditions of such open source, free software or public licenses, Camunda shall not seek to restrict, or receive compensation for, the act of copying or redistributing Repository Materials which are otherwise freely redistributable to third parties (and not otherwise restricted by the applicable law).
The information and content incorporated into or used by the Academy Platform may contain links or embedded links to third party content and websites. These links are provided for your reference only and Camunda does not endorse the content or the operations associated with them. Camunda has no control over such content and cannot accept any liability for such third-party content. You should be aware that accessing such content will be subject to third party terms of use and privacy policies.
14. License to use Feedback
You hereby grant Camunda, without any compensation to you, a worldwide, unrestricted, perpetual, non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, profit from, distribute, publicly perform or display, make, have made, sell, rent, incorporate into its products or services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that you, in your discretion, may share with Camunda in any manner, including orally, in writing, or by means of documents. To the maximum extent permitted by law, you waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by you.
15. No Warranties; Disclaimers
THE ACADEMY PLATFORM AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CAMUNDA HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CAMUNDA AND ITS SUPPLIERS DO NOT WARRANT THAT THE ACADEMY PLATFORM WILL OPERATE WITHOUT ERRORS OR IS FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
16. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE ACADEMY PLATFORM AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO EUR 10,000 (TEN THOUSAND EUROS).
You hereby voluntarily release, forever discharge and covenant not to sue Camunda, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to your access to and/or reliance on the Trainings provided pursuant to this Agreement. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
17. Indemnification
To the extent permitted by law, the Student agrees to indemnify and hold Camunda harmless, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Student ’s breach or alleged breach of this Agreement; (ii) Student’s violation of any third party intellectual property rights, publicity, confidentiality, property or privacy rights; or (iii) any misrepresentations made by the Student. The Student will cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Student, and the Student will not under any circumstances settle any claim without the prior written consent of Camunda.
18. Data Protection
You are responsible for complying with all applicable privacy or data protection laws and regulations, including, without limitation, the GDPR and the CCPA.
If you provide personal data to Camunda through the Academy Platform, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information (“Personal Data”), you grant Camunda the right and license to collect, host, store, process and otherwise use (as set forth in this Agreement) Personal Data for the purposes of operating and improving the Academy Platform. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda uses a third party provider (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) for the purposes of hosting the Academy Platform.
19. Export
The Academy Platform may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, Singapore, the Federal Republic of Germany, and other jurisdictions.
The Student represents and warrants that Student or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions.
For purposes of this Section, “Sanctions” means to the extent applicable to the Student, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Student. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
20. Publicity
If you are a legal entity, you hereby grant Camunda a transferable, sub-licensable, royalty-free, non-exclusive, worldwide, valid for the entire duration of the rights, license to copy, host, store, distribute, publicly perform, display, incorporate into other works and otherwise use your trademarks, service marks and logos in our marketing materials, for the purpose of promoting the Academy Platform. You authorize Camunda to publicly identify you, as beneficiary of the Academy Platform and the Trainings, and to include your name and logo on our website and on any promotional materials. You must request prior consent from Camunda before using our name, logos and trademarks and before making any statement related to Camunda or the Academy Platform in the media, in press releases, briefings or conferences, other than to mention your status as beneficiary of the Academy Platform and the Trainings. You also agree not to contest the validity of ownership of any Camunda trademarks.
If you are a Camunda customer, the customer reference and publicity clause laid down in your underlying agreement with us shall take precedence over the preceding paragraph in case of any conflict, unless otherwise agreed between us.
21. Term and Termination
This Agreement is effective from the date you access the Academy Platform for the entire term of the Trainings and until terminated in accordance herein.
Either Party may terminate this Agreement immediately and without notice if: (i) the other Party materially breaches this Agreement (including if Student fails to pay fees for the paid Trainings or has violated any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; or (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due unless the Student pays such fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The termination of this Agreement has no effect on the Training that is in progress existing at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
We may immediately and without notice terminate the Agreement or suspend your right to use and access the Academy Platform if the provision of the Trainings is deemed unlawful or infringes any third-party right.
22. Survival
Any and all provisions that, by their content, are intended to apply beyond, the performance, non-renewal or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
23. Modification of Terms; Updates to Trainings
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice. Changes shall become effective immediately upon being posted at camunda.com/legal/terms/camunda-academy-terms/. Your continued use of the Academy Platform after changes are posted constitutes an acknowledgement and acceptance of these changes.
Camunda may from time to time provide updates to the Academy Platform or Trainings, including updates to Trainings content. Such updates shall be implemented automatically without any additional notice to Student.
24. Governing Law and Venue
The Student Location will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below.
Parties hereby accept the exclusive jurisdiction of the competent courts of the venue indicated below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Student Location
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
England and Wales
25. Regional Terms
The following amendments to this Agreement apply to the Students if the Student Location is in the applicable region as described below:
United States of America, Canada and Mexico
With respect to Students having the Student Location in the United States of America, Canada and Mexico, two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. High Risk Activities
The Academy Platform is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Academy Platform could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
27. U.S. Government
The Academy Platform and, if applicable, any related documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Academy Platform.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Germany, Austria and Switzerland
a) With respect to Students having the Student Location in Germany, Austria or Switzerland, the following sentence is added at the end of the second paragraph of Section 21 (Term and Termination):
Any Party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ prior written notice.
b) With respect to Students who qualify as consumers, the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
Right to withdraw for consumers. You have the right to withdraw from the Training Contract within 14 days without giving any reason. The withdrawal period will expire after 14 days after receiving the Registration Confirmation, upon which the Training Contract is deemed concluded (“Withdrawal Period”). To exercise the right to withdraw from the Training Contract you must inform us of your decision to withdraw from the Training Contract by a clear statement sent by post at Camunda Services GmbH, Zossener Strasse 55-58, 10961 Berlin, Germany or by email at academy@camunda.com. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the Withdrawal Period has expired.
Effects of withdrawal from the Training Contract by consumers. If you withdraw from the Training Contract, you will receive a full refund of the fees for the respective Training. Your right to withdraw expires earlier if the Training Contract has been performed in its entirety at your express request before you have exercised your right to withdraw.
c) With respect to all categories of Students:
c.1) The following paragraph is added at the end of the first paragraph of Section 11 (Confidentiality) of this Agreement:
Confidential Information shall be deemed to include in particular: trade secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the disclosing party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without prejudice to any rights it may have under the German Trade Secret Act (“Geschäftsgeheimnisgesetz”), the disclosing party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The receiving party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the disclosing party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section.
c.2) The following sentence is added at the end of paragraph 4 of Section 11 (Confidentiality) of this Agreement:
The receiving party shall furthermore indicate in the course of disclosure, if applicable, that trade secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act (“Geschäftsgeheimnisgesetz”) are applied.
c.3) The last sentence of paragraph 5 of Section 11 (Confidentiality) of this Agreement is replaced with the following:
The receiving party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (“Gebrauchsmuster”) – to the Confidential Information.
c.4) Section 15 (No Warranties; Disclaimers) of this Agreement shall not be applicable.
c.5) Section 16 (Limitation of Liability) of this Agreement is replaced in its entirety with the following section:
Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Academy Platform is excluded.
If the Student´s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage would have resulted even if the Student had made a backup of all the relevant data.
c.6) The second sentence of the second paragraph of Section 21 (Term and Termination) of this Agreement is replaced with the following:
Notwithstanding the above, Camunda may terminate this Agreement for non-payment by Student of any fees due, unless the Student pays such fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
c.7) Notwithstanding Section 24 (Governing Law and Venue), the place of jurisdiction shall only be agreed with merchants according to the German Commercial Code (“Handelsgesetzbuch”), special funds under public law and legal entities under public law.
United Kingdom and Commonwealth and any Region other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
a) With respect to Students who qualify as consumers:
For the purpose of this Section, you will qualify as a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.
If you are a consumer, the changes and additions set out in Sections a.1), a.2) and a.3) below are made in respect of matters relating to paid Trainings under this Agreement. If you are a consumer, then the change set out in Section a.4) below is made in respect of all matters under this Agreement.
a.1), the following two paragraphs are added at the end of Section 8 (Cancellation of Instructor-Led Trainings and Instructor Sessions):
If you are a consumer and provided you contact us no more than 14 days after receiving the Registration Confirmation (the “Cancellation Period”), then you have a statutory right to cancel the Training Contract providing for paid Training. You can exercise this right by contacting us, including be email to academy@camunda.com or by completing the model cancellation form. If you cancel before we start providing the Training you will receive a full refund for the respective Training. If you seek to cancel after the Cancellation Period, no refund will be provided.
If you have expressly requested that we start providing the Training within the Cancellation Period and you cancel after we have started the Training, you must pay us for the Training provided up until the time you cancel. Once we have completed the Training you cannot change your mind, even if the Cancellation Period is still running.
a.2) the following paragraph is added at the end of Section 15 (No Warranties; Disclaimers):
If you purchase an Instructor-Led Training or Instructor Session and we do not carry out the respective Training with reasonable skill and care you can ask us to repeat the Training or for a proportionate refund of the money you paid for the Training.
a.3) the following three paragraphs are added at the end of Section 16 (Limitation of Liability):
IF YOU ARE A CONSUMER AND WE FAIL TO COMPLY WITH THIS AGREEMENT IN RESPECT OF PAID TRAININGS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE AGREEMENT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.
IF YOU ARE A CONSUMER, WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU IN RESPECT OF PAID TRAININGS WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR BREACH OF YOUR LEGAL RIGHTS IN RELATION TO THE PAID TRAININGS, INCLUDING THE RIGHT TO RECEIVE TRAININGS WHICH ARE: AS DESCRIBED AND MATCH INFORMATION WE PROVIDED TO YOU AND ANY SAMPLE SEEN OR EXAMINED BY YOU; OF SATISFACTORY QUALITY; FIT FOR ANY PARTICULAR PURPOSE MADE KNOWN TO US; SUPPLIED WITH REASONABLE SKILL AND CARE; AND FOR DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987.
WE ARE NOT LIABLE FOR BUSINESS LOSSES. IF YOU ARE A CONSUMER, WE ONLY SUPPLY PAID TRAININGS TO YOU FOR DOMESTIC AND PRIVATE USE. IF YOU ACCESS FREE TRAININGS OR USE PAID TRAININGS FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE OUR LIABILITY TO YOU WILL BE LIMITED AS SET OUT IN SECTION 16 (LIMITATION OF LIABILITY), WITHOUT THE ADDITIONAL PARAGRAPHS PROVIDED FOR UNDER THIS SUBSECTION A.3 OF THE REGIONAL TERMS FOR THE UNITED KINGDOM AND COMMONWEALTH AND ANY REGION OTHER THAN THE UNITED STATES OF AMERICA, CANADA, MEXICO, GERMANY, AUSTRIA OR SWITZERLAND.
a.4) If you are a consumer and live in the United Kingdom, Section 24 (Governing law and Venue) of this Agreement is replaced in its entirety with the following section:
This Agreement is governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
b) With respect to all categories of Students:
b.1). The following paragraph is added at the end of Section 16 (Limitation of Liability):
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE); (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.
b.2) Paragraph 2 of Section 21 (Term and Termination) of this Agreement is replaced with the following section:
Either Party may terminate this Agreement at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, or (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and the Student does not accept such modified terms on or before the effective date. The termination of this Agreement has no effect on the Training that is in progress at the time of termination, which will be carried out by Camunda until completed, provided that if the termination is as a result of a material breach by the Student, Camunda may terminate the Training that is in progress at the time of termination by written notice to the Student. The terms and conditions of this Agreement continue to apply to the Training which is in progress on the termination date of this Agreement until such time as the Training is completed.
b.3) Two new Sections are added after Section 25 (Regional Terms) of the Agreement, as follows:
26. Service of Process
The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales.
27. Rights of Third Parties
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Allgemeine Nutzungsbedingungen der Camunda Academy
Version
Effective August 10th 2023
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Table of Contents
Diese Allgemeinen Nutzungsbedingungen der Camunda Academy (zusammenfassend "Vereinbarung") stellen einen Vertrag zwischen dem unter Ziff. 25 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung genannten Unternehmen Camunda ("Camunda", "wir", "uns", "unser") und Ihnen als Studentin oder Student dar und regeln Ihren Zugang zur und Ihre Nutzung der Academy Plattform (Sie und Camunda werden im Folgenden einzeln auch als "Partei" und gemeinsam als "Parteien" bezeichnet). Einigen der von uns verwendeten Begriffe haben wir spezifische Definitionen zugeordnet, wie nachfolgend unter Ziff. 1 (Definitionen) oder in der Vereinbarung erläutert.
Wenn Sie als Verbraucher handeln und sich in Deutschland, Österreich oder der Schweiz befinden, beachten Sie bitte die abweichenden Bestimmungen unter Ziff. 26. Dort finden Sie insbesondere auch Informationen zum Widerrufsrecht und zu abweichenden Haftungsregelungen.
DURCH DEN ZUGANG ZUR UND DIE NUTZUNG DER ACADEMY-PLATTFORM AUF JEDWEDE ART UND WEISE AKZEPTIEREN SIE DIESE VEREINBARUNG UND ERKENNEN SIE ALS VERBINDLICH AN. STIMMEN SIE DIESER VEREINBARUNG IN IHRER GESAMTHEIT NICHT BEDINGUNGSLOS ZU, DÜRFEN SIE DIE CAMUNDA ACADEMY NICHT NUTZEN UND HABEN AUCH KEINEN ANSPRUCH DARAUF.
WÄHLEN SIE DAS KÄSTCHEN NICHT AN UND KLICKEN SIE NICHT AUF "REGISTRIEREN", SOFERN SIE, (1) NICHT BEFUGT SIND, DIE BEDINGUNGEN DIESER VEREINBARUNG ZU AKZEPTIEREN UND (2) SIE NICHT BEABSICHTIGEN, DIE BEDINGUNGEN DIESER VEREINBARUNG EINZUHALTEN UND SIE ALS VERBINDLICH ZU ERKENNEN. WENN SIE AUF DER ANMELDESEITE DER CAMUNDA ACADEMY DAS KÄSTCHEN MIT DEM HINWEIS "ICH BESTÄTIGE, DASS ICH DIE BEDINGUNGEN GELESEN HABE UND AKZEPTIERE" ANKREUZEN UND AUF "REGISTRIEREN" KLICKEN, GEHEN WIR DAVON AUS, DASS SIE RECHTSFÄHIG UND ZUM VERTRAGSSCHLUSS BEFUGT SIND. DARAUFHIN ERHALTEN SIE ZUGANG ZUR ACADEMY-PLATTFORM, UND DIESE VEREINBARUNG WIRD SOFORT WIRKSAM.
1. Definitionen
"Academy Plattform" ist die Lernplattform von Camunda (kurz auch Camunda Academy), durch die Studenten Zugang zu Schulungen zu Camundas Produkten erhalten.
"Bestellformular" bezeichnet das Auftragsdokument, mit dem Sie, der Camunda-Kunde oder der Camunda-Partner ist, eine kostenpflichtige Schulung im Rahmen dieses Vertrags erwerben.
"DSGVO" bezeichnet die Verordnung (EU) 2016/679 des Europäischen Parlaments und des Rates vom 27. April 2016 zum Schutz natürlicher Personen bei der Verarbeitung personenbezogener Daten und zum freien Datenverkehr (Allgemeine Datenschutzverordnung).
"Feedback" bezeichnet Vorschläge, Verbesserungswünsche, Empfehlungen oder jegliches anderes Feedback, das von Ihnen stammt und sich auf den Betrieb, die Eigenschaften oder die Funktionalität der Academy-Plattform und die Produkte von Camunda im Allgemeinen bezieht.
"Materialien" sind alle Informationen, Daten, Produkte, Algorithmen, Codes, Beispielcodes im Quellcodeformat, Grafiken, Bilder, Kurse und Schulungsmaterialien, Software oder Inhalte, visuelle oder audiovisuelle Kombinationen oder andere Materialien, die eingereicht, hochgeladen, importiert, mitgeteilt oder ausgetauscht werden, um die Bereitstellung von Schulungen über die Academy-Plattform zu erleichtern, auf jeglichem Datenträger und in jeglichem Format, einschließlich der zugehörigen Dokumentation, Verbesserungen, Aktualisierungen, Patches und Erweiterungen sowie jeglicher Inhalte und Ergebnisse, die Camunda auf der Academy-Plattform bereitstellt oder zugänglich macht, damit Sie die Möglichkeit haben, Schulungen zu erhalten und Ihr Wissen über die jeweils behandelten Themen zu vertiefen.
"Repository-Materialien" sind Materialien, die Studierenden in Repositories, Verzeichnissen oder anderen Speicherplätzen auf GitHub oder anderen ähnlichen Git-Hosting-Anbietern zur Verfügung gestellt werden.
"StudentIn", "Sie", "Ihr" bezeichnet, Camunda Kunden, Camunda Partner, potenzielle Kunden, Mitglieder der Entwicklergemeinschaft von Camunda, sowie alle anderen Nutzer der Academy-Plattform, einschließlich der Organisation, in deren Namen sich Studenten registrieren, und dazugehöriger Mitarbeiter, Erfüllungsgehilfen, Vertreter und Nutzer ("Endnutzer");
"Ihr Standort" bezeichnet – je nach Fall – Ihre Geschäftsadresse oder Ihren Wohnsitz.
"Schulungen" sind zusammenfassend (i) On-Demand-Schulungen und (ii) Ausbildergeleitete Schulungen, die jedenfalls von Camunda entwickelte und Camunda gehörende, proprietäre Schulungsmodule und alle damit zusammenhängende Materialien umfassen.
"Verbundenes Unternehmen" bezeichnet jedes Unternehmen, das eine Partei direkt oder indirekt kontrolliert, von ihr kontrolliert wird oder mit ihr unter gemeinsamer Kontrolle steht, wobei "Kontrolle" das Halten von mehr als fünfzig Prozent (50%) der ausgegebenen Aktien oder Stimmrechte eines Unternehmens bedeutet.
2. Auslegung
Innerhalb dieser Vereinbarung verstehen sich alle Verweise auf die Academy-Plattform als einschließlich aller Informationen und Inhalte, die in der Academy-Plattform integriert sind über die Academy Plattform genutzt werden können (einschließlich, jedoch ohne Einschränkung, der Materialien und Schulungen), sofern nicht ausdrücklich etwas anderes vorgesehen ist.
3. Schulungen, die über die Academy-Plattform angeboten werden
Der Zweck der Academy-Plattform besteht darin, den Studenten die Möglichkeit zu geben, Schulungen durchzuführen, und gleichzeitig den Arbeitgebern der Studenten gegebenenfalls ein Feedback über die von den Studenten besuchten und durchgeführten Schulungen über die Academy-Plattform zu geben.
Camunda bietet zwei Arten von Schulungen an, die durch diese Vereinbarung geregelt werden:
"On-Demand-Schulungen" sind eine Sammlung an Schulungen und Kursen, die jederzeit online über die Academy-Plattform abrufbar sind und die so zusammengestellt wurden, dass sie den Teilnehmern eine effiziente Möglichkeit bieten, sich schnell grundlegende Kenntnisse über Camunda-Produkte anzueignen. d.h. Studenten haben die Möglichkeit, sich für einen öffentlichen Schulungsplan anzumelden
"Ausbildergeleitete Schulungen" sind Schulungen und Kurse zu Camunda‘s Produkten, die über die Academy-Plattform buchbar sind und von einem Ausbilder geleitet werden. Ausbildergeleitete Schulungen werden vor Ort oder online über die Academy-Plattform durchgeführt, und zwar entweder im öffentlichen Klassenformat (d.h. Studenten können sich für einen öffentlichen Schulungsplan anmelden) oder im privaten Klassenformat (d.h. eine Gruppe von Teilnehmern kann sich für private, auf die spezifischen Bedürfnisse der jeweiligen Teilnehmer zugeschnitte Kurse anmelden).
Die Schulungen können kostenlos oder kostenpflichtig sein.
4. Registrierung auf der Academy-Plattform
Die Anmeldung erfolgt online unter https://academy.camunda.com, es sei denn, Sie sind ein Camunda-Partner. In diesem Fall erfolgt die Anmeldung über https://partner-academy.camunda.com. Der Zugang zur Academy-Plattform wird von Camunda nach eigenem Ermessen bereitgestellt. Zugangscodes und Passwörter sind nur für Sie und die Ihnen zugeordneten Endnutzer bestimmt. Camunda behält sich das Recht vor, Ihren Zugang jederzeit zu widerrufen. Durch die Registrierung erklären Sie sich bereit, wahrheitsgemäße und genaue Angaben zu machen und übernehmen die alleinige Verantwortung für die Wahrung der Vertraulichkeit des von Ihnen gewählten oder von Ihrem Webadministrator in Ihrem Namen gewählten Benutzernamens und Passworts zu übernehmen, um auf die Academy-Plattform zuzugreifen und Schulungen in Anspruch zu nehmen, sowie für alle Tätigkeiten, die über Ihr Konto auf der Academy-Plattform stattfinden. Ein Missbrauch oder eine Weitergabe Ihres Benutzernamens oder Ihres Passworts ist nicht gestattet. Ferner ist es untersagt, Ihre Identität oder Ihre Zugehörigkeit zu einer Einrichtung falsch darzustellen, sich als eine andere Person oder Einrichtung auszugeben oder die Herkunft von Materialien, die Sie über die Academy-Plattform erhalten, falsch anzugeben.
5. Anmeldung zu Schulungen
Die Anmeldung zu einer Schulung über die Academy-Plattform ist verbindlich und wird von Camunda (entweder innerhalb der Academy-Plattform oder per E-Mail) bestätigt, sobald Sie die gewählte kostenpflichtige Schulung erfolgreich bezahlt haben oder, im Falle einer kostenlosen Schulung, innerhalb einer angemessenen Frist nach Eingang Ihrer Anmeldung (die "Anmeldebestätigung"). Durch Erhalt der Anmeldebestätigung kommt der Vertrag über die Teilnahme an der Schulung zwischen Camunda und dem Kursteilnehmer ("Schulungsvertrag") zustande. Im Falle von Ausbildergeleiteten Schulungen, die eine maximale Teilnehmerzahl vorsehen, werden Anmeldungen in der Reihenfolge des Eingangs bis Erreichen der Begrenzung berücksichtigt. In diesem Fall werden wir Sie umgehend über das Datum und die Uhrzeit des verfügbaren Zeitfensters für die Ausbildergeleitete Schulung informiert, für die Sie sich angemeldet haben.
6. Gebühren und Zahlung
Die Gebühren, die Ihnen für die bezahlten Schulungen in Rechnung gestellt werden, können auf folgende Weise bezahlt werden:
(a) Online-Zahlung mit Kredit- oder Debitkarte; oder
(b) Banküberweisung. Sie müssen unsere Bankverbindung anfordern, um die Gebühren auf diese Weise zu bezahlen. Bitte achten Sie darauf, dass Sie eine Transaktionsnummer aufbewahren, falls es Probleme mit Ihrer Zahlung gibt.
Die detaillierten Zahlungsbedingungen für kostenpflichtigen Schulungen sind auf der Academy-Plattform aufgeführt.
Wenn Sie Camunda Kunde oder Camunda Partner sind, können wir in Absprache mit Ihnen ein Bestellformular erstellen, auf Grundlage dessen auch die Gebühren für kostenpflichtige Schulungen bezahlt werden. Wenn Sie uns ein Bestellformular oder ein vergleichbares Dokument in Verbindung mit dem Kauf einer kostenpflichtigen Schulung übermitteln, erklären Sie sich damit einverstanden, dass dies nur Ihren eigenen internen, administrativen Zwecken dient, jedoch keine Vertragsbedingungen dadurch gestellt oder vereinbart werden. Sie nehmen zur Kenntnis und akzeptieren, dass der Inhalt eines solchen Bestellformulars oder ähnlichen Dokuments für uns unverbindlich ist und hiermit vorsorglich abgelehnt und als kein Bestandteil dieser Vereinbarung angesehen wird, sowie dass die Bereitstellung der Schulungen durch uns das Folgende ausdrücklich nicht impliziert: (i) eine Annahme etwaig in dem Bestellformular oder ähnlichen Dokument enthaltener oder einbezogener Bedigungen; (ii) eine Änderung dieser Vereinbarung, oder (iii) eine Vereinbarung zur Änderung dieser Vereinbarung.
Mit Ausnahme Sie handeln als Verbraucher, verstehen sich alle Gebühren für bezahlte Schulungen zuzüglich aller Steuern, Gebühren und Abgaben oder sonstiger Beträge, wie auch immer sie bezeichnet werden, einschließlich und ohne Einschränkung Umsatzsteuer, Verkaufssteuer und gegebenenfalls Quellensteuern, die auf solche Gebühren oder aufgrund dieser Vereinbarung erhoben werden oder darauf basieren.
Camunda behält sich das Recht vor, Gebühren für die kostenpflichtige Schulungen zu ändern. Änderungen dieser Gebühren gelten nicht für Schulungen, die Sie bereits vollständig bezahlt und für die Sie eine Anmeldebestätigung erhalten haben. Änderungen gelten für alle zukünftigen Schulungen, für die Sie sich anzumelden beabsichtigen, vorbehaltlich einer vorherigen schriftlichen Mitteilung von Camunda, die per E-Mail versandt oder auf der Academy-Plattform zur Verfügung gestellt wird.
Wenn Sie Camunda Kunde oder Camunda Partner sind, gehen die in Ihrem Hauptvertrag mit uns vereinbarten Zahlungsbedingungen im Falle eines Widerspruchs vor, es sei denn, wir haben etwas anderes vereinbart.
7. Teilnahmebestätigung und Zertifikate
Nach erfolgreichem Abschluss der Schulungen erhalten Sie ein Abschlusszertifikat, das Sie aus Ihrem Konto auf der Academy-Plattform herunterladen können.
8. Stornierung durch Camunda
Bei kostenpflichtigen vor-Ort Schulungen für die sich weniger als 4 Teilnehmer angemeldet haben, behält sich Camunda das Recht vor, die Termine dieser Schulungen unter Einhaltung einer Ankündigungsfrist von mindestens 21 Kalendertagen vor dem geplanten Datum zu stornieren oder zu verschieben, . Sollte Camunda eine kostenpflichtige vor-Ort Schulung aus diesem Grund stornieren, wird Ihnen eine vollständige Rückerstattung gemäß der nachfolgenden Ziff. 10 (Rückerstattung) gewährt.
Camunda behält sich das Recht vor, das Datum kostenpflichtiger Schulungen aus welchem Grund auch immer mit einer Ankündigungsfrist von mindestens 7 Kalendertagen (im Falle von kostenpflichtigen Online-Schulungen) oder mit einer Ankündigungsfrist von mindestens 21 Kalendertagen (im Falle von kostenpflichtigen vor-Ort Schulungen) vor dem geplanten Datum zu stornieren oder zu verlegen. Im Falle einer Stornierung wird Ihnen der volle Betrag gemäß Ziff. 10 (Rückerstattung) zurückerstattet.
Wird eine kostenpflichtige Schulung aufgrund höherer Gewalt, Krankheit des Ausbilders oder anderer Umstände, die nicht von Camunda zu vertreten sind, abgesagt, ist Camunda ausschließlich verpflichtet, Ihnen einen Ersatztermin für die kostenpflichtige Schulung anzubieten. Kommt keine Einigung über einen Ersatztermin zustande, steht es Ihnen frei, Ihre Anmeldung zu der stornierten Schulung durch unverzügliche schriftliche Mitteilung an Camunda zurückzuziehen. In dem Fall wird Ihnen Camunda die Schulungsgebühr – soweit bereits bezahlt – gemäß Ziff. 10 (Rückerstattung) zurückerstatten.
Camunda haftet im Falle der Verschiebung kostenpflichtiger Schulungen oder Sitzungen nur auf Vorsatz und grobe Fahrlässigkeit. Diese Haftungsbeschränkung gilt nicht bei Schäden aus der Verletzung von Leben, Körper und Gesundheit.
9. Stornierung durch den Studenten
Sie können jede Anmeldung für kostenpflichtige Schulungen, die online durchgeführt werden, ohne Angabe von Gründen stornieren, indem Sie Camunda schriftlich per E-Mail an academy@camunda.com benachrichtigen, wobei eine solche Benachrichtigung mindestens 7 Tage vor Beginn der gebuchten kostenpflichtigen Schulung bei Camunda eingehen muss.
Sie können Ihre Anmeldung für kostenpflichtige vor-Ort Schulungen aus beliebigen Gründen stornieren, indem Sie Camunda schriftlich per E-Mail an academy@camunda.com benachrichtigen, wobei eine solche Benachrichtigung mindestens 30 Tage vor Beginn der gebuchten vor-Ort Schulung bei Camunda eingehen muss. In diesem Fall sind Sie nicht verpflichtet, die entsprechende Gebühr zu zahlen; falls die Zahlung von Ihnen bereits geleistet wurde, wird Camunda diese gemäß Ziffer 10 (Rückerstattung) erstatten.
In allen anderen Fällen einer Stornierung wird Camunda Ihnen die volle Gebühr in Rechnung stellen. Sie sind berechtigt, einen Ersatzteilnehmer zu benennen.
10. Rückerstattung
Außer in den Fällen, in denen dieser Vertrag ausdrücklich vorsieht, dass Sie Anspruch auf eine Rückerstattung haben, ist die Rückerstattung von Gebühren ausgeschlossen. Wenn Sie gemäß dieser Vereinbarung Anspruch auf eine Rückerstattung haben, wird Ihnen die Rückerstattung innerhalb von 30 Tagen nach der Stornierung ausgezahlt.
11. Ihre Pflichten
Beim Zugriff auf die Academy-Plattform:
sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
Es ist Ihnen nicht gestattet:
die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
12. Vertraulichkeit
Die Parteien oder ihre Verbundenen Unternehmen können für die Zwecke dieser Vereinbarung, insbesondere in Verbindung mit der Nutzung der Academy-Plattform durch Sie, vertrauliche Informationen austauschen. Informationen gelten als „vertraulich“, wenn sie auf der Academy-Plattform als solche gekennzeichnet sind oder angesichts der Umstände als solche betrachtet werden müssen ("vertrauliche Informationen"). Der Klarheit halber werden Materialien und Schulungen als vertrauliche Informationen von Camunda erklärt.
Zu den vertraulichen Informationen gehören solche Informationen nicht, die der Empfänger unabhängig entwickelt hat, die ihm rechtmäßig von einem Dritten, der insofern keiner Geheimhaltungsverpflichtung unterlag, zur Verfügung gestellt wurden oder die ohne Verschulden des Empfängers öffentlich bekannt werden. Die empfangende Partei wird die vertraulichen Informationen vertraulich und mit angemessener Sorgfalt behandeln und die vertraulichen Informationen nur für den Zweck und für die Dauer der Beziehung im Rahmen dieser Vereinbarung verwenden.
Die empfangende Partei darf vertrauliche Informationen den ihr zugeordneten Endnutzern weitergeben, die die vertraulichen Informationen für die Zwecke dieser Vereinbarung kennen müssen und die einer mindestens den Bestimmungen dieses Abschnittes gleichkommenden Vertraulichkeitsverpflichtung unterliegen. Darüber hinaus darf die empfangende Partei vertrauliche Informationen nur mit vorheriger schriftlicher Genehmigung der offenlegenden Partei offenlegen.
Darüber hinaus ist es der empfangenden Partei unbenommen, vertrauliche Informationen offenzulegen, soweit sie gesetzlich oder kraft gerichtlicher oder behördlicher Anordnung dazu verpflichtet ist. In einem solchen Fall hat die empfangende Partei, soweit dies nach geltendem Recht zulässig ist, (i) die offenlegende Partei unverzüglich und vor einer solchen Offenlegung schriftlich davon in Kenntnis setzen, damit die offenlegende Partei die eigenen Ansprüche im Wege des einstweiligen Rechtsschutzes oder anderer Rechtsmittel durchsetzen kann oder auf ihre Rechte gemäß diesem Abschnitt verzichten kann; und (ii) die offenlegenden Partei auf deren Kosten angemessen bei der Abwehr einer solchen Offenlegungsaufforderung oder bei der Beantragung einer einstweiligen Verfügung bzw. anderer Rechtsmittel gegen die Offenlegungsanordnung zu unterstützen.
Der empfangenden Partei ist es untersagt, sich vertrauliche Informationen durch sogenanntes Reverse Engineering zu verschaffen. Unter "Reverse Engineering" sind alle Handlungen mit dem Ziel zu verstehen, durch Beobachten, Testen, Untersuchen, Zerlegen oder Wiederzusammensetzens, Vertrauliche Informationen zu erlangen. Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise (insbesondere durch Reverse Engineering) zu verwerten oder nachzuahmen oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
13. Rechte an geistigem Eigentum
Geistige Eigentumsrechte an den vertraulichen Informationen stehen der jeweiligen Partei zu. Unbeschadet Rechter Dritter, behält sich Camunda alle Rechte, einschließlich aller Rechte an geistigem Eigentum, an der Academy-Plattform und an allen Informationen und Inhalten, die in der Academy-Plattform integriert sind oder über die Academy-Plattform verfügbar sind, vor. Unter geistigen Eigentumsrechten sind Rechte wie Urheberrechte, Marken, Dienstleistungsmarken, Domainnamen, Designrechte, Datenbankrechte, Patente, Know-how und alle anderen geistigen Eigentumsrechte jeglicher Art zu verstehen, unabhängig davon, ob (irgendwo auf der Welt) registriert oder nicht registriert.
14. Zugang zur Academy-Plattform
Unter der Voraussetzung, dass Sie diesen Vertrag einhalten, gewährt Ihnen Camunda während der Laufzeit dieses Vertrages das Recht, auf die Academy-Plattform zuzugreifen, sich für diese zu registrieren, sie in Augenschein zu nehmen und zu nutzen, sowie alle Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, in dem für die Inanspruchnahme von Schulungen erforderlichen Ausmaß und unbeschadet etwaig durch diese Vereinbarung vorgesehener Beschränkungen (einschließlich, beispielsweise, gem. Ziff. 12 (Vertraulichkeit), 13 (Rechte an geistigem Eigentum) und 20 (Export)) zu nutzen. Anderweitige Nutzungen sind ausdrücklich untersagt. Sofern in der Vereinbarung nicht ausdrücklich etwas anderes angegeben ist, gewährt Ihnen diese Vereinbarung kein Recht zur Vervielfältigung, Aufzeichnung, Weiterverteilung, Übertragung, Abtretung, zum Verkauf, zur Ausstrahlung, Vermietung, gemeinsamen Nutzung, zum Verleih, zur Änderung, Anpassung, Bearbeitung, Erstellung abgeleiteter Werke oder zur anderweitigen Übertragung, kommerziellen Nutzung, öffentlichen Darstellung oder Verwendung der Academy-Plattform und jeglicher Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, oder jeglicher anderer Rechte an der Academy-Plattform, die nicht ausdrücklich in dieser Vereinbarung angegeben sind, es sei denn, Sie haben eine ausdrückliche schriftliche Genehmigung dazu erhalten.
Ungeachtet des vorstehenden Absatzes soll keine Bestimmung dieser Vereinbarung die Bedingungen von Open-Source-, Free-Software- oder öffentlichen Lizenzen, die für von Camunda zur Verfügung gestellte Repository-Materialien gelten, ändern oder einschränken. Unter der Voraussetzung, dass Sie die Bedingungen solcher Open-Source-, Free-Software- oder öffentlicher Lizenzen vollständig einhalten, wird Camunda das Kopieren oder die Weitergabe von Repository-Materialien, die ansonsten frei an Dritte weitergegeben werden können (soweit nicht anderweitig durch Gesetz vorgesehen), weder beschränken noch eine Vergütung dafür verlangen.
Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, können Links oder eingebettete Links zu Inhalten und Websites Dritter enthalten. Diese Links werden nur zu Ihrer Information zur Verfügung gestellt. Camunda billigt weder den Inhalt noch die mit ihnen verbundenen Aktivitäten. Camunda hat keine Kontrolle über solche Inhalte und übernimmt keine Haftung für solche Inhalte Dritter. Bitte beachten Sie, dass der Zugriff auf diese Inhalte gemäß den Nutzungsbedingungen und Datenschutzrichtlinien der jeweiligen Drittanbieter erfolgt.
15. Lizenz zur Nutzung von Feedback
Sie gewähren Camunda hiermit ein unentgeltliches, räumlich, inhaltlich und zeitlich uneingeschränktes, einfaches, übertragbares, unwiderrufliches, unterlizenzierbares Recht zur Nutzung, Vervielfältigung, Bearbeitung, Verwertung, Verbreitung, öffentlichen Aufführung oder Ausstellung, Herstellung zum Verkauf oder zur Vermietung innerhalb eigner Produkte oder Dienstleistungen, Offenlegung, Veröffentlichung sowie Geheimhaltung der von Ihnen auf jede Art und Weise, einschließlich mündlich, schriftlich oder mittels Dokumenten an Camunda übermittelten Feedbacks, sowie in demselben Umfang das Recht, abgeleitete Werke zu erstellen oder Kopien davon zu lizenzieren. Soweit gesetzlich zulässig, verzichten Sie auf jegliche Rechte an oder in Bezug auf Ergebnisse, abgeleitete Werke oder Werke jeglicher Art, die sich aus der Verarbeitung oder Abänderung des von Ihnen übermittelten Feedbacks durch Camunda ergeben.
16. Garantie- und Haftungsausschluss
DIE ACADEMY-PLATTFORM UND ALLES, WAS IN VERBINDUNG DAMIT ZUR VERFÜGUNG GESTELLT WIRD, WIRD "WIE GESEHEN" UND OHNE JEGLICHE GARANTIE ZUR VERFÜGUNG GESTELLT. CAMUNDA SCHLIESST HIERMIT FÜR SICH SELBST UND SEINE LIEFERANTEN ALLE AUSDRÜCKLICHEN ODER STILLSCHWEIGENDEN GARANTIEN AUS, EINSCHLIESSLICH UND OHNE EINSCHRÄNKUNG ALLER STILLSCHWEIGENDEN GARANTIEN, BEDINGUNGEN FÜR DIE MARKTGÄNGIGKEIT, DIE EIGNUNG FÜR EINEN BESTIMMTEN ZWECK, ZUFRIEDENSTELLENDE QUALITÄT, DAS EIGENTUM UND DIE WAHRUNG VON RECHTEN DRITTER. CAMUNDA UND SEINE LIEFERANTEN GARANTIEREN DARÜBER HINAUS NICHT, DASS DIE ACADEMY-PLATTFORM FEHLERFREI FUNKTIONIERT ODER FREI VON VIREN, BUGS, WORMS ODER ANDEREN SCHÄDLICHEN KOMPONENTEN IST, UND CAMUNDA ÜBERNIMMT KEINE HAFTUNG FÜR SCHÄDEN, DIE DADURCH ENTSTEHEN.
17. Haftungsbegrenzung
UNGEACHTET ABWEICHENDER BESTIMMUNGEN (JEDOCH NUR SOWEIT GESETZLICH ZULÄSSIG) HAFTET CAMUNDA IHNEN GEGENÜBER IN KEINEM FALL FÜR INDIREKTE SCHÄDEN, STARFSCHADENSERSATZ, ZUFÄLLIGE SCHÄDEN, BESONDERE SCHÄDEN ODER FOLGESCHÄDEN, DIE SICH AUS DEM BETRIEB, DER NUTZUNG ODER DEM ZUGANG ZUR ACADEMY-PLATTFORM ERGEBEN ODER IN IRGENDEINER WEISE DAMIT VERBUNDEN SIND, SOWIE ANDERWEITIG AUS DIESER VEREINBARUNG ENTSTEHEN, EINSCHLIESSLICH (JEDOCH OHNE EINSCHRÄNKUNG) (I) ENTGANGENEN ODER ERWARTETER (DIREKTER ODER INDIREKTER) EINNAHMEN ODER (II) ENTGANGENER GESCHÄFTE ODER (III) ENTGANGENER VERKÄUFE, UNABHÄNGIG DAVON, OB SIE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG), VERLETZUNG GESETZLICHER PFLICHTEN ODER AUS ANDEREM RECHTSGRUND ENTSTEHEN. UNGEACHTET ABWEICHENDER BESTIMMUNGEN IST DIE MAXIMALE HAFTUNG VON CAMUNDA IHNEN GEGENÜBER FÜR ALLE ANSPRÜCHE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG) ODER ANDEREM RECHTSGRUND IN VERBINDUNG MIT DER NUTZUNG ODER DEN ZUGANG ZUR ACADEMY-PLATTFORM, UNABHÄNGIG VON DER KLAGEART, INSGESAMT AUF EUR 10.000 (ZEHNTAUSEND EURO) BEGRENZT, SOWEIT DIES NACH GELTENDEM RECHT ZULÄSSIG IST.
Hiermit stellen Sie Camunda, deren Verbundene Unternehmen, leitende Angestellten, Geschäftsführer, Gesellschafter, Angestellte oder Erfüllungsgehilfen und die jeweiligen Rechtsnachfolger und Abtretungsempfänger ("die freigestellten Parteien") freiwillig und vollständig von Haftung, Ansprüchen, Forderungen, Klagen oder Klagegründen, Schadensersatzansprüchen, Klagen nach dem Billigkeitsrecht jeglicher Art und Natur frei, die in Verbindung mit Ihrem Zugriff auf und/oder Ihrer Nutzung und Umsetzung der gemäß dieser Vereinbarung zur Verfügung gestellten Schulungen entstehen, sich daraus ergeben oder in welcher Weise auch immer damit zusammenhängen. WENN SIE IN KALIFORNIEN WOHNHAFT SIND, VERZICHTEN SIE AUF ABSATZ 1542 DES KALIFORNISCHEN ZIVILGESETZBUCHES, DER BESAGT: "EINE ALLGEMEINE FREISTELLUNG ERSTRECKT SICH NICHT AUF ANSPRÜCHE, VON DENEN DER GLÄUBIGER ZUM ZEITPUNKT DER ERTEILUNG DER FREISTELLUNG NICHT WEIß ODER VERMUTET, DASS SIE ZU SEINEN GUNSTEN BESTEHEN, UND DIE, WENN SIE IHM BEKANNT GEWESEN WÄREN, SEINE ABRECHNUNG MIT DEM SCHULDNER WESENTLICH BEEINFLUSST HÄTTEN".
18. Freistellung
Soweit gesetzlich zulässig, erklären Sie sich damit einverstanden, Camunda von jeglichen Ansprüchen, Haftungen, Schäden, Verlusten und Kosten, einschließlich, ohne Einschränkung, angemessener Anwaltsgebühren und -kosten, freizustellen und schadlos zu halten, die sich aus den folgenden Vorfällen ergeben oder wie auch immer damit verbunden sind: (i) Verletzung oder angebliche Verletzung dieser Vereinbarung durch Sie; (ii) Verletzung von geistigen Eigentumsrechten, Persönlichkeits-, Vertraulichkeits-, Eigentums- oder Datenschutzrechten Dritter durch Sie; oder (iii) falsche Angaben durch Sie. Sie werden auf Camunda‘s Aufforderung bei der Verteidigung gegen jegliche Ansprüche unterstützen. Camunda behält sich das Recht vor, die ausschließliche Verteidigung und Kontrolle über jede Angelegenheit zu übernehmen, hinsichtlich der Ihre Entschädigungsverpflichtung besteht, und Sie werden unter keinen Umständen ohne die vorherige schriftliche Zustimmung von Camunda auf Ansprüche verzichten.
19. Datenschutz
Die Camunda Services GmbH ist ein Verantwortlicher im Sinne der DSGVO undanderer in den Mitgliedstaaten der Europäischen Union geltender Datenschutzgesetze oder -bestimmungen.
Camunda verarbeitet Ihre Personenbezogenen Daten wie in Camundas Datenschutzrichtlinie (https://legal.camunda.com/privacy-and-data-protection) und in dieser Vereinbarung beschrieben. Dies kann die Übermittlung Personenbezogener Daten in die Vereinigten Staaten und/oder andere Länder beinhalten, insbesondere da Camunda einen Drittanbieter (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) für die Zwecke des Hostings der Academy-Plattform einsetzt. Camunda wird unter Berücksichtigung der Art der Personenbezogenen Daten und der Risiken, die mit der Verarbeitung dieser Personenbezogenen Daten verbunden sind, angemessene und geeignete Sicherheitsmaßnahmen ergreifen, einschließlich technischer und organisatorischer Maßnahmen, um die Sicherheit und Vertraulichkeit der Personenbezogenen Daten zu gewährleisten.
Camunda kann die folgenden Personenbezogenen Daten zum Zwecke des Betriebs und der Verbesserung der Academy-Plattform verarbeiten:
Studentendaten: vollständiger Name, Berufsbezeichnung, Firmenname, E-Mail-Adresse, Telefon;
Schulungsbezogene Daten: alle personenbezogenen Daten, die im Rahmen Ihrer Teilnahme an den Schulungen verarbeitet werden, wie z. B. Anmeldungen zu und Abschlüsse von Schulungen sowie Schulungsbewertungen.
Camunda kann solche Personenbezogenen Daten an Ihren Arbeitgeber weitergeben, um diesen über Ihre Teilnahme und den Abschluss bestimmter Schulungen zu informieren.
Für die Zwecke dieser Ziff. 19 haben die Begriffe " Verantwortlicher", "Personenbezogene Daten" und "Verarbeitung" dieselbe Bedeutung wie in der DSGVO, und ihre verwandten Begriffe sind entsprechend auszulegen.
20. Export
Die Academy-Plattform unterliegt möglicherweise Exportbeschränkungen und -vorschriften der Vereinigten Staaten, der Europäischen Union, des Vereinigten Königreichs, Singapurs, der Bundesrepublik Deutschland und anderer Länder.
Sie sichern zu und gewährleisten, dass Sie oder mit Ihnen verbundene Unternehmen (i) kein Verbotener Rechtsträger sind und (ii) weder direkt noch indirekt Maßnahmen ergriffen haben oder ergreifen werden, die zu einem Verstoß gegen Sanktionen führen, auch durch Camunda oder deren verbundene Unternehmen.
Für die Zwecke dieses Abschnitts und soweit auf Sie anwendbar sind "Sanktionen" alle Wirtschafts- oder Finanzsanktionen, branchenspezifische Sanktionen, sekundären Sanktionen oder Handelsembargos, die im Laufe der Zeit von (i) den Vereinigten Staaten verwaltet oder durchgesetzt werden, einschließlich derer, die vom U.S. Department of Treasury's Office of Foreign Assets Control, dem U.S. Department of State oder dem U.S. Department of Commerce oder durch eine bestehende oder künftige Executive Order verwaltet werden; (ii) dem Sicherheitsrat der Vereinten Nationen; (iii) der Europäischen Union; (iv) dem Vereinigten Königreich; oder (v) einer andere für Sie zuständige Regierungsbehörde verwaltet und durchgesetzt werden. "Verbotener Rechtsträger" bezeichnet (i) eine (juristische oder natürliche) Person, die zu der Zielgruppe einer Sanktion gehärt, (ii) eine Person, ein Land oder ein Gebiet, das Ziel eines territorialen oder länderbasierten Sanktionsprogramms ist, (iii) ein Rechtsträger mit Sitz in Russland oder (iv) eine Person, die im Eigentum oder unter der Kontrolle einer Person steht, die unter (i), (ii) oder (iii) fällt.
21. Referenz
Sind Sie eine juristische Person, gewähren Sie Camunda hiermit eine übertragbare, unterlizenzierbare, unentgeltliche, nicht-exklusive, räumlich und zeitlich unbeschränkte Lizenz zum Vervielfältigen, Hosten, Speichern, Verbreiten, öffentlich Aufführen, Ausstellen, Einbinden in andere Werke und zur anderweitigen Nutzung Ihrer Marken, Dienstleistungsmarken und Logos in unseren Marketingmaterialien zum Zwecke der Förderung der Academy-Plattform. Sie stimmen zu, dass Camunda Sie öffentlich als Nutzer der Academy-Plattform und der Schulungen erwähnen und Ihren Namen und Ihr Logo auf der Camunda Website und in allen Werbematerialien nennen darf. Sie haben die vorherige Zustimmung von Camunda einzuholen, bevor Sie Camunda‘s Namen, Camunda‘s Logos und Markenzeichen verwenden und bevor Sie Aussagen in Bezug auf Camunda oder die Academy-Plattform in Medien, Pressemitteilungen, Briefings oder Konferenzen machen, mit Ausnahme von Erwähnen Ihrer Rolle als Nutzer der Academy-Plattform und der Schulungen. Sie erklären sich auch damit einverstanden, die Wirksamkeit der Markenrechte von Camunda nicht anzufechten.
Wenn Sie Kunde von Camunda sind, hat die in Ihrem zugrundeliegenden Vertrag mit uns festgelegte Kundenreferenz- und Publizitätsklausel im Falle eines Konflikts Vorrang vor dem vorstehenden Absatz, sofern nicht anderes vereinbart.
22. Laufzeit und Kündigung
Diese Vereinbarung gilt ab dem Tag, an dem Sie auf die Academy-Plattform zugreifen, für die gesamte Dauer der Schulungen und bis zur Kündigung gemäß dieser Vereinbarung.
Jede Partei kann diese Vereinbarung sofort und fristlos kündigen, wenn: (i) die andere Partei wesentliche Bestimmungen dieser Vereinbarung verletzt (z. B. wenn Sie die Gebühren für kostenpflichtige Schulungen nicht zahlen oder gegen Exportbestimmungen verstoßen) und, falls eine solche Verletzung heilbar ist, sie nicht innerhalb von dreißig (30) Tagen nach schriftlicher Mitteilung der jeweils anderen Partei geheilt wurde; oder (ii) Camunda ihr Recht ausübt, die Bedingungen dieser Vereinbarung zu ändern, indem Ihnen die geänderten Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Ungeachtet dessen kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, sofern Sie die Gebühren nicht innerhalb von zehn (10) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda bezahlen. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda kann jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die die Beendigung auf Ihren wesentlichen Verstoß zurückzuführen ist. Die Bedingungen dieser Vereinbarung gelten für die zum Zeitpunkt der Beendigung dieser Vereinbarung laufende Schulung bis zum Abschluss der Schulung weiter.
Wir sind berechtigt, die Vereinbarung sofort und fristlos zu kündigen oder Ihr Recht auf Nutzung und Zugriff auf die Academy-Plattform aufzuheben, wenn die Bereitstellung der Schulungen (i) als rechtswidrig erachtet wird, (ii) gegen zwingende interne Richtlinien von Camunda verstößt (die unter anderem den Zugang zur Academy-Plattform für Studenten aus Ländern, die als verbotene Rechtsträger gelten, oder für Studenten aus anderen Ländern einschränken können, in letzterem Fall z.B. wegen lokaler behördlicher Hindernisse, unzureichendem Schutz geistigen Eigentums, Marktgängigkeit oder ethischen Bedenken), oder (iii) gegen Rechte Dritter verstößt. Sie stellen hiermit Camunda, seine Verbundenen Unternehmen, leitenden Angestellten, Geschäftsführer, Gesellschafter, Angestellten, Erfüllungsgehilfen und jeden ihrer jeweiligen Nachfolger und Abtretungsempfänger freiwillig und vollständig von jeglicher Haftung, Ansprüchen jeglicher Art oder Schadensersatzansprüchen frei, die in Verbindung mit der Beendigung der Vereinbarung oder der Aussetzung Ihres Rechts auf Nutzung und Zugriff auf die Academy-Plattform durch Camunda gemäß dieser Ziffer stehen, daraus entstehen oder in irgendeiner Weise damit verbunden sind.
23. Fortgeltung
Alle Bestimmungen, die nach ihrem Inhalt über die Erfüllung, Aufhebung oder Beendigung dieser Vereinbarung hinaus gelten sollen, überdauern die Beendigung dieser Vereinbarung (unabhängig davon, ob ausdrücklich vorgesehen).
24. Änderung der Bedingungen; Aktualisierung von Schulungen
Camunda behält sich das Recht vor, die Bedingungen dieser Vereinbarung im Laufe der Zeit mit oder ohne vorherige Ankündigung zu ändern oder zu aktualisieren. Änderungen treten unmittelbar nach ihrer Veröffentlichung unter camunda.com/legal/terms/camunda-academy-terms/ in Kraft. Die Fortsetzung der Nutzung der Academy-Plattform nach Veröffentlichung der Änderungen durch Sie impliziert eine Annahme der Änderungen.
Camunda kann Aktualisierungen der Academy-Plattform oder der Schulungen (und Schulungsinhalte) anbieten. Solche Aktualisierungen werden automatisch und ohne gesonderte Benachrichtigung durchgeführt.
25. Anwendbares Recht und Gerichtsstand
Ihr Standort bestimmt (a) welche Camunda-Einheit diese Vereinbarung mit Ihnen eingeht, (b) welches Recht bei Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, Anwendung findet, und (c) welche Gerichte für solche Streitigkeiten oder Gerichtsverfahren zuständig sind (der "Gerichtsstand"), und zwar wie in der nachfolgenden Tabelle aufgeführt.
Die Parteien erkennen hiermit die ausschließliche Zuständigkeit der unten als zuständig bezeichneten Gerichte an.
Ihr Standort
Camunda als Vertragspartei
Anwendbares Recht
Gerichtsstand
Die Vereinigten Staaten von Amerika, Kanada und Mexiko
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten
Delaware
Deutschland, Österreich, Schweiz
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
Berlin, Deutschland
Vereinigtes Königreich und Commonwealth (ohne Kanada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, Vereinigtes Königreich, SL7 1PB
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
Jedes andere Land
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
26. Lokale Bestimmungen
Die folgenden abweichenden Bestimmungen gelten für Sie nur, wenn sich Ihr Standort in dem jeweils angegebenen geographischen Bereich befindet:
Vereinigte Staaten von Amerika, Kanada und Mexiko
Soweit Ihr Standort in den Vereinigten Staaten von Amerika, Kanada und Mexiko liegt, gelten für Sie gem. Ziff. 26 (Lokale Bestimmungen) der Vereinbarung die zwei nachfolgenden zusätzlichen Absätze:
27. Aktivitäten mit hohem Risiko
Die Academy Plattform ist nicht für die Verwendung oder den Weiterverkauf als Online-Kontrollgerät in gefährlichen Umgebungen konzipiert, hergestellt oder bestimmt, die eine ausfallsichere Leistung erfordern, wie z. B. beim Betrieb von Nuklearanlagen, der Flugsicherung oder von Maschinen zur direkten Lebenserhaltung, bei denen der Ausfall der Academy-Plattform unmittelbar zu Tod, Personenschäden oder schweren Sach- oder Umweltschäden führen könnte ("Hochrisikoaktivitäten"). Dementsprechend lehnt Camunda ausdrücklich jegliche ausdrückliche oder stillschweigende Gewährleistung der Eignung für Hochrisikoaktivitäten ab.
28. U.S. Regierung
Die Academynplattform und gegebenenfalls die zugehörige Dokumentation sind "kommerzielle Gegenstände" gemäß der Definition in 48 C.F.R. §2.101, bestehend aus "kommerzieller Computersoftware" und "kommerzieller Computersoftware-Dokumentation“ nach Maßgabe von 48 C.F.R. §12.212 bzw. 48 C.F.R. §227.2702-4. In Übereinstimmung mit 48 C.F.R. §12.212 bzw. 48 C.F.R. §§227.2702-1 bis 227.7202-4 werden die kommerzielle Computersoftware und die kommerzielle Computersoftware-Dokumentation (falls zutreffend) an Endnutzer der US-Regierung (a) nur als kommerzielle Gegenstände und (b) nur mit den Rechten lizenziert, die allen anderen Endnutzern gemäß den in dieser Vereinbarung und allen anwendbaren Lizenzvereinbarungen für die Academy-Plattform dargelegten Bedingungen gewährt werden.
Wenn Sie Ihren Wohnsitz in Kalifornien haben, können Sie gemäß California Civil Code Section 1789.3 Beschwerden an die Complaint Assistance Unit der Division of Consumer Affairs des California Department of Consumer Affairs richten, indem Sie sich schriftlich an folgende Adresse wenden: 1625 North Market Blvd, Suite N112, Sacramento, CA 95834, oder per Telefon unter (800) 952-5210.
Deutschland, Österreich und Schweiz
a) Befindet sich Ihr Standort in Deutschland, Österreich oder in der Schweiz, gilt zusätzlich zum zweiten Absatz von Ziff. 22 (Laufzeit und Beendigung) Folgendes:
Jede Partei kann diese Vereinbarung jederzeit ohne Angabe von Gründen unter Einhaltung einer Frist von mindestens dreißig (30) Tagen schriftlich kündigen.
b) Nehmen Sie Schulungen als Verbraucher in Anspruch, gelten zusätzlich zu Ziff. 9 (Stornierung durch den Studenten) die folgenden Absätze:
Widerrufsrecht für Verbraucher. Sie haben das Recht, binnen 14 Tagen ohne Angabe von Gründen vom Schulungsvertrag zurückzutreten. Die Widerrufsfrist endet 14 Tage nach Erhalt der Anmeldebestätigung, mit der der Schulungsvertrag als abgeschlossen gilt ("Widerrufsfrist"). Um Ihr Widerrufsrecht auszuüben, müssen Sie uns Ihren Entschluss, den Schulungsvertrag zu widerrufen, mittels einer eindeutigen Erklärung per Post an Camunda Services GmbH, Zossener Straße 55-58, 10961 Berlin, Deutschland oder per E-Mail an academy@camunda.com mitteilen. Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs vom Schulungsvertrag durch Verbraucher. Wenn Sie den Schulungsvertrag widerrufen, erhalten Sie die Gebühren für die jeweilige Schulung vollständig zurück. Ihr Widerrufsrecht erlischt vorzeitig, wenn der Schulungsvertrag auf Ihren ausdrücklichen Wunsch vollständig erfüllt ist, bevor Sie Ihr Widerrufsrecht ausgeübt haben.
c) Für alle Studenten:
c.1) Zusätzlich zu Ziff. 12 (Vertraulichkeit) dieser Vereinbarung gilt Folgendes:
Als vertrauliche Informationen gelten insbesondere: Geschäftsgeheimnisse, Produkte, Herstellungsverfahren, Know-how, Erfindungen, Geschäftsbeziehungen, Geschäftsstrategien, Geschäftspläne, Finanzplanungen, Personalangelegenheiten, digital verkörperte Informationen (Daten), alle Unterlagen und Informationen der offenlegenden Partei, die technischen und organisatorischen Geheimhaltungsmaßnahmen unterliegen und die als vertraulich gekennzeichnet sind oder nach der Art der Information oder den Umständen der Übermittlung als vertraulich anzusehen sind. Unbeschadet der ihr nach dem Geschäftsgeheimnisgesetz zustehenden Rechte stehen der offenlegenden Partei alle Eigentums-, Nutzungs- und Verwertungsrechte an den vertraulichen Informationen zu, soweit in diesem Vertrag nichts anderes bestimmt ist. Der empfangenden Partei ist bekannt, dass die oben beschriebenen vertraulichen Informationen bisher weder in ihrer Gesamtheit noch in ihren Einzelheiten allgemein bekannt oder leicht zugänglich waren und daher von wirtschaftlichem Wert sind und von der offenlegenden Partei durch angemessene Geheimhaltungsmaßnahmen geschützt werden. Erfüllt eine vertrauliche Information im Sinne dieses Abschnitts nicht die Voraussetzungen eines Geschäftsgeheimnisses im Sinne des deutschen Geschäftsgeheimnisgesetzes, so unterliegt diese Information dennoch den Verpflichtungen dieses Abschnitts.
c.2) Ziff. 12, Abs. 4 (Vertraulichkeit) wird um das Folgende ergänzt:
Die empfangende Partei hat darüber hinaus bei der Offenlegung gegebenenfalls darauf hinzuweisen, dass es sich um Geschäftsgeheimnisse handelt, und dafür Sorge zu tragen, dass die Vorschriften der §§ 16 ff. des Geschäftsgeheimnisgesetzes gewahrt werden.
c.3) Ziff. 12, Abs. 5, letzter Satz (Vertraulichkeit) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise zu verwerten oder nachzuahmen (insbesondere durch Reverse Engineering) oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
c.4) Ziff. 16 (Garantie- und Haftungsausschluss) dieser Vereinbarung wird für nicht anwendbar erklärt.
c.5) Ziff. 17 (Haftungsbeschränkung) dieser Vereinbarung wird vollständig durch den folgenden Abschnitt ersetzt:
Camunda haftet unbeschränkt für alle von Camunda und ihren gesetzlichen Vertretern oder Erfüllungsgehilfen verursachten Schäden in Fällen des Vorsatzes oder der groben Fahrlässigkeit, für die Nichteinhaltung ausdrücklicher Beschaffenheitsgarantien und für Schäden aus der Verletzung des Lebens, des Körpers oder der Gesundheit sowie nach den Vorschriften des Produkthaftungsgesetzes (ProdHftG). Bei leicht fahrlässiger Verletzung von Kardinalpflichten ist die Haftung von Camunda auf den Ersatz des vorhersehbaren, typischerweise eintretenden Schadens beschränkt. Kardinalpflichten sind solche Grundpflichten, die das Wesen des Vertrages ausmachen, die für den Abschluss des Vertrages maßgeblich waren und auf deren Erfüllung die Parteien vertrauen dürfen. Im Übrigen ist die Haftung von Camunda für leicht fahrlässige Verletzungen vertraglicher Nebenpflichten ausgeschlossen. Eine weitergehende Haftung - gleich aus welchem Rechtsgrund - von Camunda und deren Erfüllungsgehilfen ist ausgeschlossen. Eine verschuldensunabhängige Haftung von Camunda für Mängel aufgrund vorbestehender Mängel an der Academy-Plattform ist ausgeschlossen.
Ist der Schaden auf einen Datenverlust zurückzuführen, so haftet Camunda nur insoweit, als der Schaden auch dann entstanden wäre, wenn eine Sicherung aller relevanten Daten vorgenommen hätte.
c.6) Der zweite Satz des zweiten Absatzes von Ziff. 22 (Laufzeit und Kündigung) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Ungeachtet des Vorstehenden kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, es sei denn, Sie begleichen den Betrag innerhalb von sechzig (60) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda in voller Höhe.
c.7) Abweichend von Ziff. 25 (Anwendbares Recht und Gerichtsstand) wird der Gerichtsstand nur mit Kaufleuten im Sinne des Handelsgesetzbuches, öffentlich-rechtlichen Sondervermögen und juristischen Personen des öffentlichen Rechts vereinbart.
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
a) Für Studenten, die als Verbraucher handeln:
Sie gelten als Verbraucher, wenn Sie eine natürliche Person sind, und wenn Sie bei uns Produkte ganz oder überwiegend für Ihren persönlichen Gebrauch und nicht in Verbindung mit Ihrem Handel, Geschäft, Handwerk oder Beruf erwerben.
Wenn Sie Verbraucher sind, gelten die in den Abschnitten a.1), a.2) und a.3) aufgeführten Änderungen und Ergänzungen für kostenpflichtige Schulungen im Rahmen dieser Vereinbarung. Wenn Sie Verbraucher sind, gilt die in Abschnitt a.4) beschriebene Änderung in jedem Fall.
a.1) Die folgenden zwei Absätze werden Ziff. 9 (Stornierung durch den Studenten) angefügt:
Wenn Sie Verbraucher sind und uns innerhalb von 14 Tagen nach Erhalt der Anmeldebestätigung kontaktieren (die "Widerrufsfrist"), haben Sie bei entgeltlichen Schulungsverträgen ein gesetzliches Widerrufsrecht. Sie können dieses Recht ausüben, indem Sie sich mit uns in Verbindung setzen, z. B. per E-Mail an academy@camunda.com oder indem Sie das Muster-Widerrufsformular ausfüllen. Wenn Sie widerrufen, bevor wir mit der Durchführung der Schulung beginnen, erhalten Sie eine vollständige Rückerstattung für die entsprechende Schulung. Wenn Sie nach Ablauf der Stornierungsfrist stornieren, wird keine Rückerstattung gewährt.
Wenn Sie ausdrücklich verlangt haben, dass wir innerhalb der Widerrufsfrist mit der Schulung beginnen, und Sie widerrufen, nachdem wir mit der Schulung begonnen haben, müssen Sie uns für die bis zum Zeitpunkt Ihrem Widerruf erbrachte Schulung bezahlen. Sobald wir die Schulung abgeschlossen haben, können Sie Ihre Meinung nicht mehr ändern, auch wenn die Widerrufsfrist noch läuft.
a.2) Ziff. 16 (Garantie- und Haftungsausschluss) wird um den folgenden Absatz ergänzt:
Wenn Sie eine Ausbildergeleitete Schulung buchen und wir die entsprechende Schulung nicht mit angemessener Sachkenntnis und Sorgfalt durchführen, können Sie von uns verlangen, die Schulung zu wiederholen oder eine anteilige Rückerstattung der für die Schulung gezahlten Gebühr verlangen.
a.3) Ziff. 17 (Haftungsbeschränkung) wird um die folgenden drei Absätze ergänzt:
WENN SIE EIN VERBRAUCHER SIND UND WIR DIESE VEREINBARUNG IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN NICHT EINHALTEN, SIND WIR FÜR VERLUSTE ODER SCHÄDEN VERANTWORTLICH, DIE SIE ERLEIDEN UND DIE EINE VORHERSEHBARE FOLGE UNSERER VERTRAGSVERLETZUNG ODER UNSERER FAHRLÄSSIGKEIT SIND. WIR HAFTEN JEDOCH FÜR NICHT VORHERSEHBARE VERLUSTE ODER SCHÄDEN. EIN VERLUST ODER SCHADEN IST VORHERSEHBAR, WENN ES ENTWEDER OFFENSICHTLICH IST, DASS ER EINTRETEN WIRD, ODER WENN SOWOHL WIR ALS AUCH SIE ZUM ZEITPUNKT DES VERTRAGSABSCHLUSSES WUSSTEN, DASS ER EINTRETEN KÖNNTE.
WENN SIE VERBRAUCHER SIND, IST UNSERE HAFTUNG IHNEN GEGENÜBER IN BEZUG AUF BEZAHLTE SCHULUNGEN WEDER AUSGESCHLOSSEN NOCH BESCHRÄNKT, SOFERN DIES GESETZLICH UNZULÄSSIG WÄRE. DIES BETRIFFT DIE HAFTUNG FÜR DIE VERLETZUNG IHRER ANSPRÜCHE IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN, EINSCHLIESSLICH DES RECHTS, SCHULUNGEN ZU ERHALTEN, DIE: WIE BESCHRIEBEN UND MIT DEN VON UNS GEMACHTEN ANGABEN, SOWIE MIT ALLEN VON IHNEN IN AUGENSCHEIN GENOMMENEN ODER GEPRÜFTEN MUSTERN ÜBEREINSTIMMEN; VON ZUFRIEDENSTELLENDER QUALITÄT SIND; FÜR JEDEN UNS BEKANNTEN BESONDEREN ZWECK GEEIGNET SIND; MIT ANGEMESSENER SACHKENNTNIS UND SORGFALT GELIEFERT WURDEN; UND FÜR FEHLERHAFTE PRODUKTE GEMÄSS DEM VERBRAUCHERSCHUTZGESETZ VON 1987.
WIR HAFTEN NICHT FÜR GESCHÄFTSVERLUSTE. WENN SIE VERBRAUCHER SIND, STELLEN WIR IHNEN KOSTENPFLICHTIGE SCHULUNGEN NUR FÜR DEN PRIVATEN GEBRAUCH ZUR VERFÜGUNG. WENN SIE AUF KOSTENLOSE SCHULUNGEN ZUGREIFEN ODER KOSTENPFLICHTIGE SCHULUNGEN FÜR GEWERBLICHE, GESCHÄFTLICHE ODER MIT ABSICHT DES WEITERVERKAUFS NUTZEN, HAFTEN WIR IHNEN GEGENÜBER NUR BESCHRÄNKT WIE IN ZIFF. 17 (HAFTUNGSBESCHRÄNKUNG) BESCHRIEBEN, UNTER AUSSCHLUSS DER ZUSÄTZLICHEN ABSÄTZE, DIE IN DIESEM UNTERABSCHNITT DER LOKALEN BESTIMMUNGEN FÜR DAS VEREINIGTE KÖNIGREICH UND DAS COMMONWEALTH UND JEDE ANDERE REGION ALS DIE VEREINIGTEN STAATEN VON AMERIKA, KANADA, MEXIKO, DEUTSCHLAND, ÖSTERREICH ODER DIE SCHWEIZ VORGESEHEN SIND.
a.4) Wenn Sie Verbraucher sind und im Vereinigten Königreich leben, wird Abschnitt 25 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung in seiner Gesamtheit durch den folgenden Abschnitt ersetzt:
Dieser Vertrag unterliegt englischem Recht, und Sie können in Bezug auf die Produkte vor englischen Gerichten klagen. Wenn Sie in Schottland wohnen, können Sie in Bezug auf die Produkte entweder vor einem schottischen oder einem englischen Gericht klagen. Wenn Sie in Nordirland wohnen, können Sie in Bezug auf die Produkte entweder vor den nordirischen oder den englischen Gerichten Klage erheben.
b) für alle Kategorien von Studenten gilt:
b.1). Ziff. 17 (Haftungsbeschränkung) wird um folgenden Absatz ergänzt:
NICHTS IN DIESER VEREINBARUNG SCHRÄNKT UNSERE HAFTUNG EIN ODER SCHLIESST SIE AUS FÜR: (A) TODESFÄLLE ODER KÖRPERVERLETZUNGEN, DIE DURCH UNSERE FAHRLÄSSIGKEIT ODER DIE FAHRLÄSSIGKEIT UNSERER ANGESTELLTEN, VERTRETER ODER AUFTRAGSNEHMER VERURSACHT WURDEN; (B) BETRUG ODER ARGLISTIGE FEHLDARSTELLUNG; (C) VERLETZUNG DER BEDINGUNGEN, DIE DURCH ZIFF. 12 DES SALE OF GOODS ACT 1979 ODER ZIFF. 2 DES SUPPLY OF GOODS AND SERVICES ACT 1982 FESTGELEGT WERDEN; ODER (D) SOWEIT EIN HAFTUNGSAUSSCHLUSS ODER EINE HAFTUNGSBESCHRÄNKUNG GESETZLICH UNZULÄSSIG SIND.
b.2) Ziff. 22, Abs. 2 (Laufzeit und Beendigung) dieser Vereinbarung wird durch den folgenden Abschnitt ersetzt:
Jede Vertragspartei kann diese Vereinbarung jederzeit kündigen, wenn (i) die andere Vertragspartei fällige und zahlbare Beträge aus der Vereinbarung nicht zum Fälligkeitsdatum zahlt und diese Beträge nicht innerhalb von 14 Tagen nach dem Datum, an dem die nicht zahlende Vertragspartei eine schriftliche Zahlungsaufforderung erhält, gezahlt werden, (ii) die andere Vertragspartei eine wesentliche Verletzung einer Bedingung dieser Vereinbarung begeht (mit Ausnahme der Nichtzahlung fälliger Beträge) und (falls eine solche Verletzung behebbar ist) diese Verletzung nicht innerhalb einer Frist von 30 Tagen nach einer schriftlichen Aufforderung behebt, (iii) die andere Partei wiederholt gegen eine der Bestimmungen dieser Vereinbarung in einer Weise verstößt, die die Annahme rechtfertigt, dass die Einhaltung der Bestimmungen dieser Vereinbarung nicht beabsichtigt sei, oder (iv) Camunda das Recht ausübt, die Bestimmungen und Bedingungen dieser Vereinbarung zu ändern, indem die geänderten Bestimmungen und Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda darf jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die Beendigung auf einen wesentlichen Verstoß durch Sie zurückzuführen ist. Die Bedingungen dieses Vertrages gelten für die zum Zeitpunkt der Beendigung dieses Vertrages laufende Schulung weiter, bis diese abgeschlossen ist.
b.3) Gem. Ziff. 26 (Lokale Bestimmungen) der Vereinbarung werden die nachfolgenden zwei Abschnitte eingefügt:
27. Zustellung der Klage
Die Parteien vereinbaren, dass im Falle einer Klage in Bezug auf außervertragliche Verpflichtungen, Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, ein Klageformular und alle anderen Dokumente in Bezug auf eine solche Klage an die eingetragene Adresse der jeweiligen Partei zugestellt werden, auch wenn diese Adresse außerhalb von England und Wales liegt.
28. Rechte von Dritten
Eine Person, die nicht Vertragspartei dieses Vertrages ist, hat nach dem Contracts (Rights of Third Parties) Act 1999 kein Recht, eine Bestimmung dieses Vertrages durchzusetzen oder davon zu profitieren.
Effective June 13th 2023 to August 10th 2023
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Table of Contents
Diese Allgemeinen Nutzungsbedingungen der Camunda Academy (zusammenfassend "Vereinbarung") stellen einen Vertrag zwischen dem unter Ziff. 24 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung genannten Unternehmen Camunda ("Camunda", "wir", "uns", "unser") und Ihnen als Studentin oder Student dar und regeln Ihren Zugang zur und Ihre Nutzung der Academy Plattform (Sie und Camunda werden im Folgenden einzeln auch als "Partei" und gemeinsam als "Parteien" bezeichnet). Einigen der von uns verwendeten Begriffe haben wir spezifische Definitionen zugeordnet, wie nachfolgend unter Ziff. 1 (Definitionen) oder in der Vereinbarung erläutert.
Wenn Sie als Verbraucher handeln und sich in Deutschland, Österreich oder der Schweiz befinden, beachten Sie bitte die abweichenden Bestimmungen unter Ziff. 25. Dort finden Sie insbesondere auch Informationen zum Widerrufsrecht und zu abweichenden Haftungsregelungen.
DURCH DEN ZUGANG ZUR UND DIE NUTZUNG DER ACADEMY-PLATTFORM AUF JEDWEDE ART UND WEISE AKZEPTIEREN SIE DIESE VEREINBARUNG UND ERKENNEN SIE ALS VERBINDLICH AN. STIMMEN SIE DIESER VEREINBARUNG IN IHRER GESAMTHEIT NICHT BEDINGUNGSLOS ZU, DÜRFEN SIE DIE CAMUNDA ACADEMY NICHT NUTZEN UND HABEN AUCH KEINEN ANSPRUCH DARAUF.
WÄHLEN SIE DAS KÄSTCHEN NICHT AN UND KLICKEN SIE NICHT AUF "REGISTRIEREN", SOFERN SIE, (1) NICHT BEFUGT SIND, DIE BEDINGUNGEN DIESER VEREINBARUNG ZU AKZEPTIEREN UND (2) SIE NICHT BEABSICHTIGEN, DIE BEDINGUNGEN DIESER VEREINBARUNG EINZUHALTEN UND SIE ALS VERBINDLICH ZU ERKENNEN. WENN SIE AUF DER ANMELDESEITE DER CAMUNDA ACADEMY DAS KÄSTCHEN MIT DEM HINWEIS "ICH BESTÄTIGE, DASS ICH DIE BEDINGUNGEN GELESEN HABE UND AKZEPTIERE" ANKREUZEN UND AUF "REGISTRIEREN" KLICKEN, GEHEN WIR DAVON AUS, DASS SIE RECHTSFÄHIG UND ZUM VERTRAGSSCHLUSS BEFUGT SIND. DARAUFHIN ERHALTEN SIE ZUGANG ZUR ACADEMY-PLATTFORM, UND DIESE VEREINBARUNG WIRD SOFORT WIRKSAM.
1. Definitionen
"Academy Plattform" ist die Lernplattform von Camunda (kurz auch Camunda Academy), durch die Studenten Zugang zu Schulungen zu Camundas Produkten erhalten.
"CCPA" bezeichnet den California Consumer Privacy Act von 2018.
"GDPR" bezeichnet die Verordnung (EU) 2016/679 des Europäischen Parlaments und des Rates vom 27. April 2016 zum Schutz natürlicher Personen bei der Verarbeitung personenbezogener Daten und zum freien Datenverkehr (Allgemeine Datenschutzverordnung).
"Feedback" bezeichnet Vorschläge, Verbesserungswünsche, Empfehlungen oder jegliches anderes Feedback, das von Ihnen stammt und sich auf den Betrieb, die Eigenschaften oder die Funktionalität der Academy-Plattform und die Produkte von Camunda im Allgemeinen bezieht.
"Materialien" sind alle Informationen, Daten, Produkte, Algorithmen, Codes, Beispielcodes im Quellcodeformat, Grafiken, Bilder, Kurse und Schulungsmaterialien, Software oder Inhalte, visuelle oder audiovisuelle Kombinationen oder andere Materialien, die eingereicht, hochgeladen, importiert, mitgeteilt oder ausgetauscht werden, um die Bereitstellung von Schulungen über die Academy-Plattform zu erleichtern, auf jeglichem Datenträger und in jeglichem Format, einschließlich der zugehörigen Dokumentation, Verbesserungen, Aktualisierungen, Patches und Erweiterungen sowie jeglicher Inhalte und Ergebnisse, die Camunda auf der Academy-Plattform bereitstellt oder zugänglich macht, damit Sie die Möglichkeit haben, Schulungen zu erhalten und Ihr Wissen über die jeweils behandelten Themen zu vertiefen.
"Bestellformular" bezeichnet das Auftragsdokument, mit dem Sie, der Camunda-Kunde oder der Camunda-Partner ist, eine kostenpflichtige Schulung im Rahmen dieses Vertrags erwerben.
"Repository-Materialien" sind Materialien, die Studierenden in Repositories, Verzeichnissen oder anderen Speicherplätzen auf GitHub oder anderen ähnlichen Git-Hosting-Anbietern zur Verfügung gestellt werden.
"StudentIn", "Sie", "Ihr" bezeichnet, Camunda Kunden, Camunda Partner, potenzielle Kunden, Mitglieder der Entwicklergemeinschaft von Camunda, sowie alle anderen Nutzer der Academy-Plattform, einschließlich der Organisation, in deren Namen sich Studenten registrieren, und dazugehöriger Mitarbeiter und Nutzer ("Endnutzer");
"Ihr Standort" bezeichnet – je nach Fall – Ihre Geschäftsadresse oder Ihren Wohnsitz.
"Schulungen" sind zusammenfassend (i) On-Demand-Schulungen, (ii) von Ausbildern geleitete Schulungen und (iii) hybride Schulungen, die jedenfalls von Camunda entwickelte und Camunda gehörende, proprietäre Schulungsmodule und alle damit zusammenhängende Materialien umfassen.
2. Auslegung
Innerhalb dieser Vereinbarung verstehen sich alle Verweise auf die Academy-Plattform als einschließlich aller Informationen und Inhalte, die in der Academy-Plattform integriert sind über die Academy Plattform genutzt werden können (einschließlich, jedoch ohne Einschränkung, der Materialien und Schulungen), sofern nicht ausdrücklich etwas anderes vorgesehen ist.
3. Schulungen, die über die Academy-Plattform angeboten werden
Camunda bietet drei Arten von Schulungen an, die durch diese Vereinbarung geregelt werden:
"On-Demand-Schulungen" sind eine Sammlung an Schulungen und Kursen, die jederzeit online über die Academy-Plattform abrufbar sind und die so zusammengestellt wurden, dass sie den Teilnehmern eine effiziente Möglichkeit bieten, sich schnell grundlegende Kenntnisse über Camunda-Produkte anzueignen. On-Demand-Schulungen sind kostenlos.
"Ausbildergeleitete Schulungen" sind Schulungen und Kurse zu Camunda‘s Produkten, die über die Academy-Plattform buchbar sind und von einem Ausbilder geleitet werden. Ausbildergeleitete Schulungen werden vor Ort oder online über die Academy-Plattform durchgeführt, und zwar entweder im offenen Klassenformat (d.h. Teilnehmer können sich für für verfügbare Zeiteinheiten offener Schulungskurse anmelden) oder im privaten Klassenformat (d.h. eine Gruppe von Teilnehmern kann sich für private, auf die spezifischen Bedürfnisse der jeweiligen Teilnehmer zugeschnitte Kurse anmelden).
"Hybride Schulungen") sind eine Kombination aus On-Demand-Schulungen und Ausbildergeleiteten Schulungen, bei denen Teilnehmer nach erfolgreichem Abschluss einer On-Demand-Schulung die Möglichkeit haben, sich für eine von einem Ausbilder geleitete Sitzung anzumelden und daran teilzunehmen, um in der On-Demand-Schulung erworbene Kenntnisse zu vertiefen ("Ausbilder-Sitzung").
Ausbildergeleitete Schulungen und Sitzungen sind kostenpflichtige Schulungen. Ungeachtet dessen behält sich Camunda das Recht vor, bestimmte von Ausbildern geleitete Schulungen und/oder Sitzungen bestimmten Teilnehmerkategorien kostenlos zur Verfügung zu stellen.
4. Registrierung auf der Academy-Plattform
Die Anmeldung erfolgt online unter https://academy.camunda.com, es sei denn, Sie sind ein Camunda-Partner. In diesem Fall erfolgt die Anmeldung über https://partner-academy.camunda.com. Der Zugang zur Academy-Plattform wird von Camunda nach eigenem Ermessen bereitgestellt. Zugangscodes und Passwörter sind nur für Sie und die Ihnen zugeordneten Endnutzer bestimmt. Camunda behält sich das Recht vor, Ihren Zugang jederzeit zu widerrufen. Durch die Registrierung erklären Sie sich bereit, wahrheitsgemäße und genaue Angaben zu machen und übernehmen die alleinige Verantwortung für die Wahrung der Vertraulichkeit des von Ihnen gewählten oder von Ihrem Webadministrator in Ihrem Namen gewählten Benutzernamens und Passworts zu übernehmen, um auf die Academy-Plattform zuzugreifen und Schulungen in Anspruch zu nehmen, sowie für alle Tätigkeiten, die über Ihr Konto auf der Academy-Plattform stattfinden. Ein Missbrauch oder eine Weitergabe Ihres Benutzernamens oder Ihres Passworts ist nicht gestattet. Ferner ist es untersagt, Ihre Identität oder Ihre Zugehörigkeit zu einer Einrichtung falsch darzustellen, sich als eine andere Person oder Einrichtung auszugeben oder die Herkunft von Materialien, die Sie über die Academy-Plattform erhalten, falsch anzugeben.
5. Anmeldung zu Schulungen
Die Anmeldung zu einer Schulung über die Academy-Plattform ist verbindlich und wird von Camunda (entweder innerhalb der Academy-Plattform oder per E-Mail) bestätigt, sobald Sie die gewählte kostenpflichtige Schulung erfolgreich bezahlt haben oder, im Falle einer kostenlosen Schulung, innerhalb einer angemessenen Frist nach Eingang Ihrer Anmeldung (die "Anmeldebestätigung"). Durch Erhalt der Anmeldebestätigung kommt der Vertrag über die Teilnahme an der Schulung zwischen Camunda und dem Kursteilnehmer ("Schulungsvertrag") zustande. Im Falle von Ausbildergeleiteten Schulungen oder Sitzungen, die eine maximale Teilnehmerzahl vorsehen, werden Anmeldungen in der Reihenfolge des Eingangs bis Erreichen der Begrenzung berücksichtigt. In diesem Fall werden wir Sie umgehend über das Datum und die Uhrzeit des verfügbaren Zeitfensters für die Ausbildergeleitete Schulung oder die Sitzung informiert, für die Sie sich angemeldet haben.
6. Gebühren und Zahlung
Die Gebühren, die Ihnen für die bezahlten Schulungen in Rechnung gestellt werden, können auf folgende Weise bezahlt werden:
(a) Online-Zahlung mit Kredit- oder Debitkarte; oder
(b) Banküberweisung. Sie müssen unsere Bankverbindung anfordern, um die Gebühren auf diese Weise zu bezahlen. Bitte achten Sie darauf, dass Sie eine Transaktionsnummer aufbewahren, falls es Probleme mit Ihrer Zahlung gibt.
Die detaillierten Zahlungsbedingungen für kostenpflichtigen Schulungen sind auf der Academy-Plattform aufgeführt.
Wenn Sie Camunda Kunde oder Camunda Partner sind, können wir in Absprache mit Ihnen ein Bestellformular erstellen, auf Grundlage dessen auch die Gebühren für kostenpflichtige Schulungen bezahlt werden. Wenn Sie uns ein Bestellformular oder ein vergleichbares Dokument in Verbindung mit dem Kauf einer kostenpflichtigen Schulung übermitteln, erklären Sie sich damit einverstanden, dass dies nur Ihren eigenen internen, administrativen Zwecken dient, jedoch keine Vertragsbedingungen dadurch gestellt oder vereinbart werden. Sie nehmen zur Kenntnis und akzeptieren, dass der Inhalt eines solchen Bestellformulars oder ähnlichen Dokuments für uns unverbindlich ist und hiermit vorsorglich abgelehnt und als kein Bestandteil dieser Vereinbarung angesehen wird, sowie dass die Bereitstellung der Schulungen durch uns das Folgende ausdrücklich nicht impliziert: (i) eine Annahme etwaig in dem Bestellformular oder ähnlichen Dokument enthaltener oder einbezogener Bedigungen; (ii) eine Änderung dieser Vereinbarung, oder (iii) eine Vereinbarung zur Änderung dieser Vereinbarung.
Mit Ausnahme Sie handeln als Verbraucher, verstehen sich alle Gebühren für bezahlte Schulungen zuzüglich aller Steuern, Gebühren und Abgaben oder sonstiger Beträge, wie auch immer sie bezeichnet werden, einschließlich und ohne Einschränkung Umsatzsteuer, Verkaufssteuer und gegebenenfalls Quellensteuern, die auf solche Gebühren oder aufgrund dieser Vereinbarung erhoben werden oder darauf basieren.
Camunda behält sich das Recht vor, Gebühren für die kostenpflichtige Schulungen zu ändern. Änderungen dieser Gebühren gelten nicht für Schulungen, die Sie bereits vollständig bezahlt und für die Sie eine Anmeldebestätigung erhalten haben. Änderungen gelten für alle zukünftigen Schulungen, für die Sie sich anzumelden beabsichtigen, vorbehaltlich einer vorherigen schriftlichen Mitteilung von Camunda, die per E-Mail versandt oder auf der Academy-Plattform zur Verfügung gestellt wird.
Wenn Sie Camunda Kunde oder Camunda Partner sind, gehen die in Ihrem Hauptvertrag mit uns vereinbarten Zahlungsbedingungen im Falle eines Widerspruchs vor, es sei denn, wir haben etwas anderes vereinbart.
7. Teilnahmebestätigung und Zertifikate
Nach erfolgreichem Abschluss der Schulungen erhalten Sie ein Abschlusszertifikat, das Sie aus Ihrem Konto auf der Academy-Plattform herunterladen können.
8. Stornierung von Ausbildergeleiteten Schulungen und Sitzungen
Camunda behält sich das Recht vor, vor-Ort Schulungen mit weniger als 4 Teilnehmern – wenn nötig mit einer Ankündigungsfrist von mindestens 21 Kalendertagen vor dem geplanten Datum – zu stornieren oder terminlich zu verschieben. Sollte Camunda eine Ausbildergeleitete Schulung oder eine Sitzung aus diesem Grund stornieren, wird Ihnen eine vollständige Rückerstattung gemäß der nachfolgenden Ziff. 9 (Rückerstattung) gewährt.
Camunda behält sich das Recht vor, das Datum Ausbildergeleiteter Schulungen oder Sitzungen aus welchem Grund auch immer mit einer Ankündigungsfrist von mindestens 7 Kalendertagen (im Falle von Fernschulungen) oder mit einer Vorankündigung von mindestens 21 Kalendertagen (im Falle von vor-Ort Schulungen) vor dem geplanten Datum zu stornieren oder zu verlegen. Im Falle einer Stornierung wird Ihnen der volle Betrag gemäß Ziff. 9 (Rückerstattung) zurückerstattet.
Wird eine Ausbildergeleitete Schulung oder eine Sitzung aufgrund höherer Gewalt, Krankheit des Ausbilders oder anderer Umstände, die nicht von Camunda zu vertreten sind, abgesagt, ist Camunda ausschließlich verpflichtet, Ihnen einen Ersatztermin für die Schulung anzubieten. Kommt keine Einigung über einen Ersatztermin zustande, steht es Ihnen frei, Ihre Anmeldung zu der stornierten Schulung durch unverzügliche schriftliche Mitteilung an Camunda zurückzuziehen. In dem Fall wird Ihnen Camunda die Schulungsgebühr – soweit bereits bezahlt – gemäß Ziff. 9 (Rückerstattung) zurückerstatten.
Camunda haftet im Falle der Verschiebung Ausbildergeleiteter Schulungen oder Sitzungen nur auf Vorsatz und grobe Fahrlässigkeit. Diese Haftungsbeschränkung gilt nicht bei Schäden aus der Verletzung von Leben, Körper und Gesundheit.
9. Rückerstattungen
Außer in den Fällen, in denen dieser Vertrag ausdrücklich vorsieht, dass Sie Anspruch auf eine Rückerstattung haben, ist die Rückerstattung von Gebühren ausgeschlossen. Wenn Sie gemäß dieser Vereinbarung Anspruch auf eine Rückerstattung haben, wird Ihnen die Rückerstattung innerhalb von 30 Tagen nach der Stornierung ausgezahlt.
10. Ihre Pflichten
Beim Zugriff auf die Academy-Plattform:
sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
Es ist Ihnen nicht gestattet:
die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
11. Vertraulichkeit
Die Parteien oder ihre verbundenen Unternehmen können für die Zwecke dieser Vereinbarung, insbesondere in Verbindung mit der Nutzung der Academy-Plattform durch Sie, vertrauliche Informationen austauschen. Informationen gelten als „vertraulich“, wenn sie auf der Academy-Plattform als solche gekennzeichnet sind oder angesichts der Umstände als solche betrachtet werden müssen ("vertrauliche Informationen"). Der Klarheit halber werden Materialien und Schulungen als vertrauliche Informationen von Camunda erklärt.
Zu den vertraulichen Informationen gehören solche Informationen nicht, die der Empfänger unabhängig entwickelt hat, die ihm rechtmäßig von einem Dritten, der insofern keiner Geheimhaltungsverpflichtung unterlag, zur Verfügung gestellt wurden oder die ohne Verschulden des Empfängers öffentlich bekannt werden. Die empfangende Partei wird die vertraulichen Informationen vertraulich und mit angemessener Sorgfalt behandeln und die vertraulichen Informationen nur für den Zweck und für die Dauer der Beziehung im Rahmen dieser Vereinbarung verwenden.
Die empfangende Partei darf vertrauliche Informationen den ihr zugeordneten Endnutzern, Mitarbeiter, Organe, Erfüllungsgehilfen, Auftragnehmer, Partner und Vertreter der empfangenden Partei und ihren verbundenen Unternehmen weitergeben, die die vertraulichen Informationen für die Zwecke dieser Vereinbarung kennen müssen und die einer mindestens den Bestimmungen dieses Abschnittes gleichkommenden Vertraulichkeitsverpflichtung unterliegen. Darüber hinaus darf die empfangende Partei vertrauliche Informationen nur mit vorheriger schriftlicher Genehmigung der offenlegenden Partei offenlegen.
Darüber hinaus ist es der empfangenden Partei unbenommen, vertrauliche Informationen offenzulegen, soweit sie gesetzlich oder kraft gerichtlicher oder behördlicher Anordnung dazu verpflichtet ist. In einem solchen Fall hat die empfangende Partei, soweit dies nach geltendem Recht zulässig ist, (i) die offenlegende Partei unverzüglich und vor einer solchen Offenlegung schriftlich davon in Kenntnis setzen, damit die offenlegende Partei die eigenen Ansprüche im Wege des einstweiligen Rechtsschutzes oder anderer Rechtsmittel durchsetzen kann oder auf ihre Rechte gemäß diesem Abschnitt verzichten kann; und (ii) die offenlegenden Partei auf deren Kosten angemessen bei der Abwehr einer solchen Offenlegungsaufforderung oder bei der Beantragung einer einstweiligen Verfügung bzw. anderer Rechtsmittel gegen die Offenlegungsanordnung zu unterstützen.
Der empfangenden Partei ist es untersagt, sich vertrauliche Informationen durch sogenanntes Reverse Engineering zu verschaffen. Unter "Reverse Engineering" sind alle Handlungen mit dem Ziel zu verstehen, durch Beobachten, Testen, Untersuchen, Zerlegen oder Wiederzusammensetzens, Vertrauliche Informationen zu erlangen. Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise (insbesondere durch Reverse Engineering) zu verwerten oder nachzuahmen oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
12. Rechte an geistigem Eigentum
Geistige Eigentumsrechte an den vertraulichen Informationen stehen der jeweiligen Partei zu. Unbeschadet Rechter Dritter, behält sich Camunda alle Rechte, einschließlich aller Rechte an geistigem Eigentum, an der Academy-Plattform und an allen Informationen und Inhalten, die in der Academy-Plattform integriert sind oder über die Academy-Plattform verfügbar sind, vor. Unter geistigen Eigentumsrechten sind Rechte wie Urheberrechte, Marken, Dienstleistungsmarken, Domainnamen, Designrechte, Datenbankrechte, Patente, Know-how und alle anderen geistigen Eigentumsrechte jeglicher Art zu verstehen, unabhängig davon, ob (irgendwo auf der Welt) registriert oder nicht registriert.
13. Zugang zur Academy-Plattform
Unter der Voraussetzung, dass Sie diesen Vertrag einhalten, gewährt Ihnen Camunda während der Laufzeit dieses Vertrages das Recht, auf die Academy-Plattform zuzugreifen, sich für diese zu registrieren, sie in Augenschein zu nehmen und zu nutzen, sowie alle Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, in dem für die Inanspruchnahme von Schulungen erforderlichen Ausmaß und unbeschadet etwaig durch diese Vereinbarung vorgesehener Beschränkungen (einschließlich, beispielsweise, gem. Ziff. 11 (Vertraulichkeit), 12 (Rechte an geistigem Eigentum) und 19 (Export)) zu nutzen. Anderweitige Nutzungen sind ausdrücklich untersagt. Sofern in der Vereinbarung nicht ausdrücklich etwas anderes angegeben ist, gewährt Ihnen diese Vereinbarung kein Recht zur Vervielfältigung, Aufzeichnung, Weiterverteilung, Übertragung, Abtretung, zum Verkauf, zur Ausstrahlung, Vermietung, gemeinsamen Nutzung, zum Verleih, zur Änderung, Anpassung, Bearbeitung, Erstellung abgeleiteter Werke oder zur anderweitigen Übertragung, kommerziellen Nutzung, öffentlichen Darstellung oder Verwendung der Academy-Plattform und jeglicher Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, oder jeglicher anderer Rechte an der Academy-Plattform, die nicht ausdrücklich in dieser Vereinbarung angegeben sind, es sei denn, Sie haben eine ausdrückliche schriftliche Genehmigung dazu erhalten.
Ungeachtet des vorstehenden Absatzes soll keine Bestimmung dieser Vereinbarung die Bedingungen von Open-Source-, Free-Software- oder öffentlichen Lizenzen, die für von Camunda zur Verfügung gestellte Repository-Materialien gelten, ändern oder einschränken. Unter der Voraussetzung, dass Sie die Bedingungen solcher Open-Source-, Free-Software- oder öffentlicher Lizenzen vollständig einhalten, wird Camunda das Kopieren oder die Weitergabe von Repository-Materialien, die ansonsten frei an Dritte weitergegeben werden können (soweit nicht anderweitig durch Gesetz vorgesehen), weder beschränken noch eine Vergütung dafür verlangen.
Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, können Links oder eingebettete Links zu Inhalten und Websites Dritter enthalten. Diese Links werden nur zu Ihrer Information zur Verfügung gestellt. Camunda billigt weder den Inhalt noch die mit ihnen verbundenen Aktivitäten. Camunda hat keine Kontrolle über solche Inhalte und übernimmt keine Haftung für solche Inhalte Dritter. Bitte beachten Sie, dass der Zugriff auf diese Inhalte gemäß den Nutzungsbedingungen und Datenschutzrichtlinien der jeweiligen Drittanbieter erfolgt.
14. Lizenz zur Nutzung von Feedback
Sie gewähren Camunda hiermit ein unentgeltliches, räumlich, inhaltlich und zeitlich uneingeschränktes, einfaches, übertragbares, unwiderrufliches, unterlizenzierbares Recht zur Nutzung, Vervielfältigung, Bearbeitung, Verwertung, Verbreitung, öffentlichen Aufführung oder Ausstellung, Herstellung zum Verkauf oder zur Vermietung innerhalb eigner Produkte oder Dienstleistungen, Offenlegung, Veröffentlichung sowie Geheimhaltung der von Ihnen auf jede Art und Weise, einschließlich mündlich, schriftlich oder mittels Dokumenten an Camunda übermittelten Feedbacks, sowie in demselben Umfang das Recht, abgeleitete Werke zu erstellen oder Kopien davon zu lizenzieren. Soweit gesetzlich zulässig, verzichten Sie auf jegliche Rechte an oder in Bezug auf Ergebnisse, abgeleitete Werke oder Werke jeglicher Art, die sich aus der Verarbeitung oder Abänderung des von Ihnen übermittelten Feedbacks durch Camunda ergeben.
15. Garantie- und Haftungsausschluss
DIE ACADEMY-PLATTFORM UND ALLES, WAS IN VERBINDUNG DAMIT ZUR VERFÜGUNG GESTELLT WIRD, WIRD "WIE GESEHEN" UND OHNE JEGLICHE GARANTIE ZUR VERFÜGUNG GESTELLT. CAMUNDA SCHLIESST HIERMIT FÜR SICH SELBST UND SEINE LIEFERANTEN ALLE AUSDRÜCKLICHEN ODER STILLSCHWEIGENDEN GARANTIEN AUS, EINSCHLIESSLICH UND OHNE EINSCHRÄNKUNG ALLER STILLSCHWEIGENDEN GARANTIEN, BEDINGUNGEN FÜR DIE MARKTGÄNGIGKEIT, DIE EIGNUNG FÜR EINEN BESTIMMTEN ZWECK, ZUFRIEDENSTELLENDE QUALITÄT, DAS EIGENTUM UND DIE WAHRUNG VON RECHTEN DRITTER. CAMUNDA UND SEINE LIEFERANTEN GARANTIEREN DARÜBER HINAUS NICHT, DASS DIE ACADEMY-PLATTFORM FEHLERFREI FUNKTIONIERT ODER FREI VON VIREN, BUGS, WORMS ODER ANDEREN SCHÄDLICHEN KOMPONENTEN IST, UND CAMUNDA ÜBERNIMMT KEINE HAFTUNG FÜR SCHÄDEN, DIE DADURCH ENTSTEHEN.
16. Haftungsbegrenzung
UNGEACHTET ABWEICHENDER BESTIMMUNGEN (JEDOCH NUR SOWEIT GESETZLICH ZULÄSSIG) HAFTET CAMUNDA IHNEN GEGENÜBER IN KEINEM FALL FÜR INDIREKTE SCHÄDEN, STARFSCHADENSERSATZ, ZUFÄLLIGE SCHÄDEN, BESONDERE SCHÄDEN ODER FOLGESCHÄDEN, DIE SICH AUS DEM BETRIEB, DER NUTZUNG ODER DEM ZUGANG ZUR ACADEMY-PLATTFORM ERGEBEN ODER IN IRGENDEINER WEISE DAMIT VERBUNDEN SIND, SOWIE ANDERWEITIG AUS DIESER VEREINBARUNG ENTSTEHEN, EINSCHLIESSLICH (JEDOCH OHNE EINSCHRÄNKUNG) (I) ENTGANGENEN ODER ERWARTETER (DIREKTER ODER INDIREKTER) EINNAHMEN ODER (II) ENTGANGENER GESCHÄFTE ODER (III) ENTGANGENER VERKÄUFE, UNABHÄNGIG DAVON, OB SIE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG), VERLETZUNG GESETZLICHER PFLICHTEN ODER AUS ANDEREM RECHTSGRUND ENTSTEHEN. UNGEACHTET ABWEICHENDER BESTIMMUNGEN IST DIE MAXIMALE HAFTUNG VON CAMUNDA IHNEN GEGENÜBER FÜR ALLE ANSPRÜCHE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG) ODER ANDEREM RECHTSGRUND IN VERBINDUNG MIT DER NUTZUNG ODER DEN ZUGANG ZUR ACADEMY-PLATTFORM, UNABHÄNGIG VON DER KLAGEART, INSGESAMT AUF EUR 10.000 (ZEHNTAUSEND EURO) BEGRENZT, SOWEIT DIES NACH GELTENDEM RECHT ZULÄSSIG IST.
Hiermit stellen Sie Camunda, deren Tochtergesellschaften, verbundene Unternehmen, leitende Angestellten, Geschäftsführer, Gesellschafter, Angestellte und die jeweiligen Rechtsnachfolger und Abtretungsempfänger ("die freigestellten Parteien") freiwillig und zeitlich unbegrenzt von Haftung, Ansprüchen, Forderungen, Klagen oder Klagegründen, Schadensersatzansprüchen, Klagen nach dem Billigkeitsrecht jeglicher Art und Natur frei, die in Verbindung mit Ihrem Zugriff auf und/oder Ihrer Nutzung und Umsetzung der gemäß dieser Vereinbarung zur Verfügung gestellten Schulungen entstehen, sich daraus ergeben oder in welcher Weise auch immer damit zusammenhängen. WENN SIE IN KALIFORNIEN WOHNHAFT SIND, VERZICHTEN SIE AUF ABSATZ 1542 DES KALIFORNISCHEN ZIVILGESETZBUCHES, DER BESAGT: "EINE ALLGEMEINE FREISTELLUNG ERSTRECKT SICH NICHT AUF ANSPRÜCHE, VON DENEN DER GLÄUBIGER ZUM ZEITPUNKT DER ERTEILUNG DER FREISTELLUNG NICHT WEIß ODER VERMUTET, DASS SIE ZU SEINEN GUNSTEN BESTEHEN, UND DIE, WENN SIE IHM BEKANNT GEWESEN WÄREN, SEINE ABRECHNUNG MIT DEM SCHULDNER WESENTLICH BEEINFLUSST HÄTTEN".
17. Freistellung
Soweit gesetzlich zulässig, erklären Sie sich damit einverstanden, Camunda von jeglichen Ansprüchen, Haftungen, Schäden, Verlusten und Kosten, einschließlich, ohne Einschränkung, angemessener Anwaltsgebühren und -kosten, freizustellen und schadlos zu halten, die sich aus den folgenden Vorfällen ergeben oder wie auch immer damit verbunden sind: (i) Verletzung oder angebliche Verletzung dieser Vereinbarung durch Sie; (ii) Verletzung von geistigen Eigentumsrechten, Persönlichkeits-, Vertraulichkeits-, Eigentums- oder Datenschutzrechten Dritter durch Sie; oder (iii) falsche Angaben durch Sie. Sie werden auf Camunda‘s Aufforderung bei der Verteidigung gegen jegliche Ansprüche unterstützen. Camunda behält sich das Recht vor, die ausschließliche Verteidigung und Kontrolle über jede Angelegenheit zu übernehmen, hinsichtlich der Ihre Entschädigungsverpflichtung besteht, und Sie werden unter keinen Umständen ohne die vorherige schriftliche Zustimmung von Camunda auf Ansprüche verzichten.
18. Datenschutz
Sie haben einschlägige Vorschriften zum Schutz der Privatsphäre und personenbezogener Daten, einschließlich, jedoch ohne Einschränkung, GDPR und CCPA einzuhalten.
Wenn Sie Camunda über die Academy-Plattform personenbezogene Daten zur Verfügung stellen, einschließlich Vorname, Nachname, E-Mail-Adresse, Telefonnummer(n) und andere Informationen, die individuell identifizierbare Informationen enthalten ("personenbezogene Daten"), gewähren Sie Camunda das Recht und die Lizenz, personenbezogene Daten für den Betrieb und die Verbesserung der Academy-Plattform zu sammeln, zu hosten, zu speichern, zu verarbeiten und anderweitig zu nutzen (wie in dieser Vereinbarung dargelegt). Dies kann die Übermittlung personenbezogener Daten in die Vereinigten Staaten und/oder andere Länder beinhalten, insbesondere da Camunda einen Drittanbieter (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) für die Zwecke des Hostings der Academy-Plattform einsetzt.
19. Export
Die Academy-Plattform unterliegt möglicherweise Exportbeschränkungen und -vorschriften der Vereinigten Staaten, der Europäischen Union, des Vereinigten Königreichs, Singapurs, der Bundesrepublik Deutschland und anderer Länder.
Sie sichern zu und gewährleisten, dass Sie oder mit Ihnen verbundene Unternehmen (i) kein verbotener Rechtsträger („Prohibited Entity“) sind und (ii) weder direkt noch indirekt Maßnahmen ergriffen haben oder ergreifen werden, die zu einem Verstoß gegen Sanktionen führen, auch durch Camunda oder deren verbundene Unternehmen.
Für die Zwecke dieses Abschnitts und soweit auf Sie anwendbar sind "Sanktionen" alle Wirtschafts- oder Finanzsanktionen, branchenspezifische Sanktionen, sekundären Sanktionen oder Handelsembargos, die im Laufe der Zeit von (i) den Vereinigten Staaten verwaltet oder durchgesetzt werden, einschließlich derer, die vom U.S. Department of Treasury's Office of Foreign Assets Control, dem U.S. Department of State oder dem U.S. Department of Commerce oder durch eine bestehende oder künftige Executive Order verwaltet werden; (ii) dem Sicherheitsrat der Vereinten Nationen; (iii) der Europäischen Union; (iv) dem Vereinigten Königreich; oder (v) einer andere für Sie zuständige Regierungsbehörde verwaltet und durchgesetzt werden. "Verbotener Rechtsträger" („Prohibited Entity“) bezeichnet (i) eine (juristische oder natürliche) Person, die zu der Zielgruppe einer Sanktion gehärt, (ii) eine Person, ein Land oder ein Gebiet, das Ziel eines territorialen oder länderbasierten Sanktionsprogramms ist, (iii) ein Rechtsträger mit Sitz in Russland oder (iv) eine Person, die im Eigentum oder unter der Kontrolle einer Person steht, die unter (i), (ii) oder (iii) fällt.
20. Referenz
Sind Sie eine juristische Person, gewähren Sie Camunda hiermit eine übertragbare, unterlizenzierbare, unentgeltliche, nicht-exklusive, räumlich und zeitlich unbeschränkte Lizenz zum Vervielfältigen, Hosten, Speichern, Verbreiten, öffentlich Aufführen, Ausstellen, Einbinden in andere Werke und zur anderweitigen Nutzung Ihrer Marken, Dienstleistungsmarken und Logos in unseren Marketingmaterialien zum Zwecke der Förderung der Academy-Plattform. Sie stimmen zu, dass Camunda Sie öffentlich als Nutzer der Academy-Plattform und der Schulungen erwähnen und Ihren Namen und Ihr Logo auf der Camunda Website und in allen Werbematerialien nennen darf. Sie haben die vorherige Zustimmung von Camunda einzuholen, bevor Sie Camunda‘s Namen, Camunda‘s Logos und Markenzeichen verwenden und bevor Sie Aussagen in Bezug auf Camunda oder die Academy-Plattform in Medien, Pressemitteilungen, Briefings oder Konferenzen machen, mit Ausnahme von Erwähnen Ihrer Rolle als Nutzer der Academy-Plattform und der Schulungen. Sie erklären sich auch damit einverstanden, die Wirksamkeit der Markenrechte von Camunda nicht anzufechten.
Wenn Sie Kunde von Camunda sind, hat die in Ihrem zugrundeliegenden Vertrag mit uns festgelegte Kundenreferenz- und Publizitätsklausel im Falle eines Konflikts Vorrang vor dem vorstehenden Absatz, sofern nicht anderes vereinbart.
21. Laufzeit und Beendigung
Diese Vereinbarung gilt ab dem Tag, an dem Sie auf die Academy-Plattform zugreifen, für die gesamte Dauer der Schulungen und bis zur Kündigung gemäß dieser Vereinbarung.
Jede Partei kann diese Vereinbarung sofort und fristlos kündigen, wenn: (i) die andere Partei wesentliche Bestimmungen dieser Vereinbarung verletzt (z. B. wenn Sie die Gebühren für kostenpflichtige Schulungen nicht zahlen oder gegen Exportbestimmungen verstoßen) und, falls eine solche Verletzung heilbar ist, sie nicht innerhalb von dreißig (30) Tagen nach schriftlicher Mitteilung der jeweils anderen Partei geheilt wurde; oder (ii) Camunda ihr Recht ausübt, die Bedingungen dieser Vereinbarung zu ändern, indem Ihnen die geänderten Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Ungeachtet dessen kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, sofern Sie die Gebühren nicht innerhalb von zehn (10) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda bezahlen. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda kann jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die die Beendigung auf Ihren wesentlichen Verstoß zurückzuführen ist. Die Bedingungen dieser Vereinbarung gelten für die zum Zeitpunkt der Beendigung dieser Vereinbarung laufende Schulung bis zum Abschluss der Schulung weiter.
Wir sind berechtigt, die Vereinbarung sofort und fristlos zu kündigen oder Ihr Recht auf Nutzung und Zugriff auf die Academy-Plattform aufheben, wenn die Bereitstellung der Schulungen als rechtswidrig erachtet wird oder gegen Rechte Dritter verstößt.
22. Fortgeltung
Alle Bestimmungen, die nach ihrem Inhalt über die Erfüllung, Aufhebung oder Beendigung dieser Vereinbarung hinaus gelten sollen, überdauern die Beendigung dieser Vereinbarung (unabhängig davon, ob ausdrücklich vorgesehen).
23. Änderung der Bedingungen; Aktualisierung von Schulungen
Camunda behält sich das Recht vor, die Bedingungen dieser Vereinbarung im Laufe der Zeit mit oder ohne vorherige Ankündigung zu ändern oder zu aktualisieren. Änderungen treten unmittelbar nach ihrer Veröffentlichung unter camunda.com/legal/terms/camunda-academy-terms/ in Kraft. Die Fortsetzung der Nutzung der Academy-Plattform nach Veröffentlichung der Änderungen durch Sie impliziert eine Annahme der Änderungen.
Camunda kann Aktualisierungen der Academy-Plattform oder der Schulungen (und Schulungsinhalte) anbieten. Solche Aktualisierungen werden automatisch und ohne gesonderte Benachrichtigung durchgeführt.
24. Anwendbares Recht und Gerichtsstand
Ihr Standort bestimmt (a) welche Camunda-Einheit diese Vereinbarung mit Ihnen eingeht, (b) welches Recht bei Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, Anwendung findet, und (c) welche Gerichte für solche Streitigkeiten oder Gerichtsverfahren zuständig sind (der "Gerichtsstand"), und zwar wie in der nachfolgenden Tabelle aufgeführt.
Die Parteien erkennen hiermit die ausschließliche Zuständigkeit der unten als zuständig bezeichneten Gerichte an.
Ihr Standort
Camunda als Vertragspartei
Anwendbares Recht
Gerichtsstand
Die Vereinigten Staaten von Amerika, Kanada und Mexiko
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten
Delaware
Deutschland, Österreich, Schweiz
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
Berlin, Deutschland
Vereinigtes Königreich und Commonwealth (ohne Kanada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, Vereinigtes Königreich, SL7 1PB
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
Jedes andere Land
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
25. Lokale Bestimmungen
Die folgenden abweichenden Bestimmungen gelten für Sie nur, wenn sich Ihr Standort in dem jeweils angegebenen geographischen Bereich befindet:
Vereinigte Staaten von Amerika, Kanada und Mexiko
Soweit Ihr Standort in den Vereinigten Staaten von Amerika, Kanada und Mexiko liegt, gelten für Sie gem. Ziff. 25 (Lokale Bestimmungen) der Vereinbarung die zwei nachfolgenden zusätzlichen Absätze:
26. Aktivitäten mit hohem Risiko
Die Academy Plattform ist nicht für die Verwendung oder den Weiterverkauf als Online-Kontrollgerät in gefährlichen Umgebungen konzipiert, hergestellt oder bestimmt, die eine ausfallsichere Leistung erfordern, wie z. B. beim Betrieb von Nuklearanlagen, der Flugsicherung oder von Maschinen zur direkten Lebenserhaltung, bei denen der Ausfall der Academy-Plattform unmittelbar zu Tod, Personenschäden oder schweren Sach- oder Umweltschäden führen könnte ("Hochrisikoaktivitäten"). Dementsprechend lehnt Camunda ausdrücklich jegliche ausdrückliche oder stillschweigende Gewährleistung der Eignung für Hochrisikoaktivitäten ab.
27. U.S. Regierung
Die Academynplattform und gegebenenfalls die zugehörige Dokumentation sind "kommerzielle Gegenstände" gemäß der Definition in 48 C.F.R. §2.101, bestehend aus "kommerzieller Computersoftware" und "kommerzieller Computersoftware-Dokumentation“ nach Maßgabe von 48 C.F.R. §12.212 bzw. 48 C.F.R. §227.2702-4. In Übereinstimmung mit 48 C.F.R. §12.212 bzw. 48 C.F.R. §§227.2702-1 bis 227.7202-4 werden die kommerzielle Computersoftware und die kommerzielle Computersoftware-Dokumentation (falls zutreffend) an Endnutzer der US-Regierung (a) nur als kommerzielle Gegenstände und (b) nur mit den Rechten lizenziert, die allen anderen Endnutzern gemäß den in dieser Vereinbarung und allen anwendbaren Lizenzvereinbarungen für die Academy-Plattform dargelegten Bedingungen gewährt werden.
Wenn Sie Ihren Wohnsitz in Kalifornien haben, können Sie gemäß California Civil Code Section 1789.3 Beschwerden an die Complaint Assistance Unit der Division of Consumer Affairs des California Department of Consumer Affairs richten, indem Sie sich schriftlich an folgende Adresse wenden: 1625 North Market Blvd, Suite N112, Sacramento, CA 95834, oder per Telefon unter (800) 952-5210.
Deutschland, Österreich und Schweiz
a) Befindet sich Ihr Standort in Deutschland, Österreich oder in der Schweiz, gilt zusätzlich zum zweiten Absatz von Ziff. 21 (Laufzeit und Beendigung) Folgendes:
Jede Partei kann diese Vereinbarung jederzeit ohne Angabe von Gründen unter Einhaltung einer Frist von mindestens dreißig (30) Tagen schriftlich kündigen.
b) Nehmen Sie Schulungen als Verbraucher in Anspruch, gelten zusätzlich zu Ziff. 8 (Stornierung von Ausbildergeleiteten Schulungen und Sitzungen) die folgenden Absätze:
Widerrufsrecht für Verbraucher. Sie haben das Recht, binnen 14 Tagen ohne Angabe von Gründen vom Schulungsvertrag zurückzutreten. Die Widerrufsfrist endet 14 Tage nach Erhalt der Anmeldebestätigung, mit der der Schulungsvertrag als abgeschlossen gilt ("Widerrufsfrist"). Um Ihr Widerrufsrecht auszuüben, müssen Sie uns Ihren Entschluss, den Schulungsvertrag zu widerrufen, mittels einer eindeutigen Erklärung per Post an Camunda Services GmbH, Zossener Straße 55-58, 10961 Berlin, Deutschland oder per E-Mail an academy@camunda.com mitteilen. Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs vom Schulungsvertrag durch Verbraucher. Wenn Sie den Schulungsvertrag widerrufen, erhalten Sie die Gebühren für die jeweilige Schulung vollständig zurück. Ihr Widerrufsrecht erlischt vorzeitig, wenn der Schulungsvertrag auf Ihren ausdrücklichen Wunsch vollständig erfüllt ist, bevor Sie Ihr Widerrufsrecht ausgeübt haben.
c) Für alle Studenten:
c.1) Zusätzlich zu Ziff. 11 (Vertraulichkeit) dieser Vereinbarung gilt Folgendes:
Als vertrauliche Informationen gelten insbesondere: Geschäftsgeheimnisse, Produkte, Herstellungsverfahren, Know-how, Erfindungen, Geschäftsbeziehungen, Geschäftsstrategien, Geschäftspläne, Finanzplanungen, Personalangelegenheiten, digital verkörperte Informationen (Daten), alle Unterlagen und Informationen der offenlegenden Partei, die technischen und organisatorischen Geheimhaltungsmaßnahmen unterliegen und die als vertraulich gekennzeichnet sind oder nach der Art der Information oder den Umständen der Übermittlung als vertraulich anzusehen sind. Unbeschadet der ihr nach dem Geschäftsgeheimnisgesetz zustehenden Rechte stehen der offenlegenden Partei alle Eigentums-, Nutzungs- und Verwertungsrechte an den vertraulichen Informationen zu, soweit in diesem Vertrag nichts anderes bestimmt ist. Der empfangenden Partei ist bekannt, dass die oben beschriebenen vertraulichen Informationen bisher weder in ihrer Gesamtheit noch in ihren Einzelheiten allgemein bekannt oder leicht zugänglich waren und daher von wirtschaftlichem Wert sind und von der offenlegenden Partei durch angemessene Geheimhaltungsmaßnahmen geschützt werden. Erfüllt eine vertrauliche Information im Sinne dieses Abschnitts nicht die Voraussetzungen eines Geschäftsgeheimnisses im Sinne des deutschen Geschäftsgeheimnisgesetzes, so unterliegt diese Information dennoch den Verpflichtungen dieses Abschnitts.
c.2) Ziff. 11, Abs. 4 (Vertraulichkeit) wird um das Folgende ergänzt:
Die empfangende Partei hat darüber hinaus bei der Offenlegung gegebenenfalls darauf hinzuweisen, dass es sich um Geschäftsgeheimnisse handelt, und dafür Sorge zu tragen, dass die Vorschriften der §§ 16 ff. des Geschäftsgeheimnisgesetzes gewahrt werden.
c.3) Ziff. 11, Abs. 5, letzter Satz (Vertraulichkeit) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise zu verwerten oder nachzuahmen (insbesondere durch Reverse Engineering) oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
c.4) Ziff. 15 (Garantie- und Haftungsausschluss) dieser Vereinbarung wird für nicht anwendbar erklärt.
c.5) Ziff. 16 (Haftungsbeschränkung) dieser Vereinbarung wird vollständig durch den folgenden Abschnitt ersetzt:
Camunda haftet unbeschränkt für alle von Camunda und ihren gesetzlichen Vertretern oder Erfüllungsgehilfen verursachten Schäden in Fällen des Vorsatzes oder der groben Fahrlässigkeit, für die Nichteinhaltung ausdrücklicher Beschaffenheitsgarantien und für Schäden aus der Verletzung des Lebens, des Körpers oder der Gesundheit sowie nach den Vorschriften des Produkthaftungsgesetzes (ProdHftG). Bei leicht fahrlässiger Verletzung von Kardinalpflichten ist die Haftung von Camunda auf den Ersatz des vorhersehbaren, typischerweise eintretenden Schadens beschränkt. Kardinalpflichten sind solche Grundpflichten, die das Wesen des Vertrages ausmachen, die für den Abschluss des Vertrages maßgeblich waren und auf deren Erfüllung die Parteien vertrauen dürfen. Im Übrigen ist die Haftung von Camunda für leicht fahrlässige Verletzungen vertraglicher Nebenpflichten ausgeschlossen. Eine weitergehende Haftung - gleich aus welchem Rechtsgrund - von Camunda und deren Erfüllungsgehilfen ist ausgeschlossen. Eine verschuldensunabhängige Haftung von Camunda für Mängel aufgrund vorbestehender Mängel an der Academy-Plattform ist ausgeschlossen.
Ist der Schaden auf einen Datenverlust zurückzuführen, so haftet Camunda nur insoweit, als der Schaden auch dann entstanden wäre, wenn eine Sicherung aller relevanten Daten vorgenommen hätte.
c.6) Der zweite Satz des zweiten Absatzes von Ziff. 21 (Laufzeit und Kündigung) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Ungeachtet des Vorstehenden kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, es sei denn, Sie begleichen den Betrag innerhalb von sechzig (60) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda in voller Höhe.
c.7) Abweichend von § 24 (Anwendbares Recht und Gerichtsstand) wird der Gerichtsstand nur mit Kaufleuten im Sinne des Handelsgesetzbuches, öffentlich-rechtlichen Sondervermögen und juristischen Personen des öffentlichen Rechts vereinbart.
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
a) Für Studenten, die als Verbraucher handeln:
Sie gelten als Verbraucher, wenn Sie eine natürliche Person sind, und wenn Sie bei uns Produkte ganz oder überwiegend für Ihren persönlichen Gebrauch und nicht in Verbindung mit Ihrem Handel, Geschäft, Handwerk oder Beruf erwerben.
Wenn Sie Verbraucher sind, gelten die in den Abschnitten a.1), a.2) und a.3) aufgeführten Änderungen und Ergänzungen für kostenpflichtige Schulungen im Rahmen dieser Vereinbarung. Wenn Sie Verbraucher sind, gilt die in Abschnitt a.4) beschriebene Änderung in jedem Fall.
a.1) Die folgenden zwei Absätze werden Ziff. 8 (Stornierung von Ausbilderschulungen und Sitzungen) angefügt:
Wenn Sie Verbraucher sind und uns innerhalb von 14 Tagen nach Erhalt der Anmeldebestätigung kontaktieren (die "Widerrufsfrist"), haben Sie bei entgeltlichen Schulungsverträgen ein gesetzliches Widerrufsrecht. Sie können dieses Recht ausüben, indem Sie sich mit uns in Verbindung setzen, z. B. per E-Mail an academy@camunda.com oder indem Sie das Muster-Widerrufsformular ausfüllen. Wenn Sie widerrufen, bevor wir mit der Durchführung der Schulung beginnen, erhalten Sie eine vollständige Rückerstattung für die entsprechende Schulung. Wenn Sie nach Ablauf der Stornierungsfrist stornieren, wird keine Rückerstattung gewährt.
Wenn Sie ausdrücklich verlangt haben, dass wir innerhalb der Widerrufsfrist mit der Schulung beginnen, und Sie widerrufen, nachdem wir mit der Schulung begonnen haben, müssen Sie uns für die bis zum Zeitpunkt Ihrem Widerruf erbrachte Schulung bezahlen. Sobald wir die Schulung abgeschlossen haben, können Sie Ihre Meinung nicht mehr ändern, auch wenn die Widerrufsfrist noch läuft.
a.2) Ziff. 15 (Garantie- und Haftungsausschluss) wird um den folgenden Absatz ergänzt:
Wenn Sie eine Ausbildergeleitete Schulung oder eine Sitzung buchen und wir die entsprechende Schulung nicht mit angemessener Sachkenntnis und Sorgfalt durchführen, können Sie von uns verlangen, die Schulung zu wiederholen oder eine anteilige Rückerstattung der für die Schulung gezahlten Gebühr verlangen.
a.3) Ziff. 16 (Haftungsbeschränkung) wird um die folgenden drei Absätze ergänzt:
WENN SIE EIN VERBRAUCHER SIND UND WIR DIESE VEREINBARUNG IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN NICHT EINHALTEN, SIND WIR FÜR VERLUSTE ODER SCHÄDEN VERANTWORTLICH, DIE SIE ERLEIDEN UND DIE EINE VORHERSEHBARE FOLGE UNSERER VERTRAGSVERLETZUNG ODER UNSERER FAHRLÄSSIGKEIT SIND. WIR HAFTEN JEDOCH FÜR NICHT VORHERSEHBARE VERLUSTE ODER SCHÄDEN. EIN VERLUST ODER SCHADEN IST VORHERSEHBAR, WENN ES ENTWEDER OFFENSICHTLICH IST, DASS ER EINTRETEN WIRD, ODER WENN SOWOHL WIR ALS AUCH SIE ZUM ZEITPUNKT DES VERTRAGSABSCHLUSSES WUSSTEN, DASS ER EINTRETEN KÖNNTE.
WENN SIE VERBRAUCHER SIND, IST UNSERE HAFTUNG IHNEN GEGENÜBER IN BEZUG AUF BEZAHLTE SCHULUNGEN WEDER AUSGESCHLOSSEN NOCH BESCHRÄNKT, SOFERN DIES GESETZLICH UNZULÄSSIG WÄRE. DIES BETRIFFT DIE HAFTUNG FÜR DIE VERLETZUNG IHRER ANSPRÜCHE IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN, EINSCHLIESSLICH DES RECHTS, SCHULUNGEN ZU ERHALTEN, DIE: WIE BESCHRIEBEN UND MIT DEN VON UNS GEMACHTEN ANGABEN, SOWIE MIT ALLEN VON IHNEN IN AUGENSCHEIN GENOMMENEN ODER GEPRÜFTEN MUSTERN ÜBEREINSTIMMEN; VON ZUFRIEDENSTELLENDER QUALITÄT SIND; FÜR JEDEN UNS BEKANNTEN BESONDEREN ZWECK GEEIGNET SIND; MIT ANGEMESSENER SACHKENNTNIS UND SORGFALT GELIEFERT WURDEN; UND FÜR FEHLERHAFTE PRODUKTE GEMÄSS DEM VERBRAUCHERSCHUTZGESETZ VON 1987.
WIR HAFTEN NICHT FÜR GESCHÄFTSVERLUSTE. WENN SIE VERBRAUCHER SIND, STELLEN WIR IHNEN KOSTENPFLICHTIGE SCHULUNGEN NUR FÜR DEN PRIVATEN GEBRAUCH ZUR VERFÜGUNG. WENN SIE AUF KOSTENLOSE SCHULUNGEN ZUGREIFEN ODER KOSTENPFLICHTIGE SCHULUNGEN FÜR GEWERBLICHE, GESCHÄFTLICHE ODER MIT ABSICHT DES WEITERVERKAUFS NUTZEN, HAFTEN WIR IHNEN GEGENÜBER NUR BESCHRÄNKT WIE IN ZIFF. 16 (HAFTUNGSBESCHRÄNKUNG) BESCHRIEBEN, UNTER AUSSCHLUSS DER ZUSÄTZLICHEN ABSÄTZE, DIE IN DIESEM UNTERABSCHNITT A.3 DER LOKALEN BESTIMMUNGEN FÜR DAS VEREINIGTE KÖNIGREICH UND DAS COMMONWEALTH UND JEDE ANDERE REGION ALS DIE VEREINIGTEN STAATEN VON AMERIKA, KANADA, MEXIKO, DEUTSCHLAND, ÖSTERREICH ODER DIE SCHWEIZ VORGESEHEN SIND.
a.4) Wenn Sie Verbraucher sind und im Vereinigten Königreich leben, wird Abschnitt 24 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung in seiner Gesamtheit durch den folgenden Abschnitt ersetzt:
Dieser Vertrag unterliegt englischem Recht, und Sie können in Bezug auf die Produkte vor englischen Gerichten klagen. Wenn Sie in Schottland wohnen, können Sie in Bezug auf die Produkte entweder vor einem schottischen oder einem englischen Gericht klagen. Wenn Sie in Nordirland wohnen, können Sie in Bezug auf die Produkte entweder vor den nordirischen oder den englischen Gerichten Klage erheben.
b) für alle Kategorien von Studenten gilt:
b.1). Ziff. 16 (Haftungsbeschränkung) wird um folgenden Absatz ergänzt:
NICHTS IN DIESER VEREINBARUNG SCHRÄNKT UNSERE HAFTUNG EIN ODER SCHLIESST SIE AUS FÜR: (A) TODESFÄLLE ODER KÖRPERVERLETZUNGEN, DIE DURCH UNSERE FAHRLÄSSIGKEIT ODER DIE FAHRLÄSSIGKEIT UNSERER ANGESTELLTEN, VERTRETER ODER AUFTRAGSNEHMER VERURSACHT WURDEN; (B) BETRUG ODER ARGLISTIGE FEHLDARSTELLUNG; (C) VERLETZUNG DER BEDINGUNGEN, DIE DURCH ZIFF. 12 DES SALE OF GOODS ACT 1979 ODER ZIFF. 2 DES SUPPLY OF GOODS AND SERVICES ACT 1982 FESTGELEGT WERDEN; ODER (D) SOWEIT EIN HAFTUNGSAUSSCHLUSS ODER EINE HAFTUNGSBESCHRÄNKUNG GESETZLICH UNZULÄSSIG SIND.
b.2) Ziff. 21, Abs. 2 (Laufzeit und Beendigung) dieser Vereinbarung wird durch den folgenden Abschnitt ersetzt:
Jede Vertragspartei kann diese Vereinbarung jederzeit kündigen, wenn (i) die andere Vertragspartei fällige und zahlbare Beträge aus der Vereinbarung nicht zum Fälligkeitsdatum zahlt und diese Beträge nicht innerhalb von 14 Tagen nach dem Datum, an dem die nicht zahlende Vertragspartei eine schriftliche Zahlungsaufforderung erhält, gezahlt werden, (ii) die andere Vertragspartei eine wesentliche Verletzung einer Bedingung dieser Vereinbarung begeht (mit Ausnahme der Nichtzahlung fälliger Beträge) und (falls eine solche Verletzung behebbar ist) diese Verletzung nicht innerhalb einer Frist von 30 Tagen nach einer schriftlichen Aufforderung behebt, (iii) die andere Partei wiederholt gegen eine der Bestimmungen dieser Vereinbarung in einer Weise verstößt, die die Annahme rechtfertigt, dass die Einhaltung der Bestimmungen dieser Vereinbarung nicht beabsichtigt sei, oder (iv) Camunda das Recht ausübt, die Bestimmungen und Bedingungen dieser Vereinbarung zu ändern, indem die geänderten Bestimmungen und Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda darf jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die Beendigung auf einen wesentlichen Verstoß durch Sie zurückzuführen ist. Die Bedingungen dieses Vertrages gelten für die zum Zeitpunkt der Beendigung dieses Vertrages laufende Schulung weiter, bis diese abgeschlossen ist.
b.3) Gem. Ziff. 25 (Lokale Bestimmungen) der Vereinbarung werden die nachfolgenden zwei Abschnitte eingefügt:
26. Zustellung der Klage
Die Parteien vereinbaren, dass im Falle einer Klage in Bezug auf außervertragliche Verpflichtungen, Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, ein Klageformular und alle anderen Dokumente in Bezug auf eine solche Klage an die eingetragene Adresse der jeweiligen Partei zugestellt werden, auch wenn diese Adresse außerhalb von England und Wales liegt.
27. Rechte von Dritten
Eine Person, die nicht Vertragspartei dieses Vertrages ist, hat nach dem Contracts (Rights of Third Parties) Act 1999 kein Recht, eine Bestimmung dieses Vertrages durchzusetzen oder davon zu profitieren.
Effective April 28th 2023 to June 13th 2023
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Table of Contents
Diese Allgemeinen Nutzungsbedingungen der Camunda Academy (zusammenfassend "Vereinbarung") stellen einen Vertrag zwischen dem unter Ziff. 24 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung genannten Unternehmen Camunda ("Camunda", "wir", "uns", "unser") und Ihnen als Studentin oder Student dar und regeln Ihren Zugang zur und Ihre Nutzung der Academy Plattform (Sie und Camunda werden im Folgenden einzeln auch als "Partei" und gemeinsam als "Parteien" bezeichnet). Einigen der von uns verwendeten Begriffe haben wir spezifische Definitionen zugeordnet, wie nachfolgend unter Ziff. 1 (Definitionen) oder in der Vereinbarung erläutert.
Wenn Sie als Verbraucher handeln und sich in Deutschland, Österreich oder der Schweiz befinden, beachten Sie bitte die abweichenden Bestimmungen unter Ziff. 25. Dort finden Sie insbesondere auch Informationen zum Widerrufsrecht und zu abweichenden Haftungsregelungen.
DURCH DEN ZUGANG ZUR UND DIE NUTZUNG DER ACADEMY-PLATTFORM AUF JEDWEDE ART UND WEISE AKZEPTIEREN SIE DIESE VEREINBARUNG UND ERKENNEN SIE ALS VERBINDLICH AN. STIMMEN SIE DIESER VEREINBARUNG IN IHRER GESAMTHEIT NICHT BEDINGUNGSLOS ZU, DÜRFEN SIE DIE CAMUNDA ACADEMY NICHT NUTZEN UND HABEN AUCH KEINEN ANSPRUCH DARAUF.
WÄHLEN SIE DAS KÄSTCHEN NICHT AN UND KLICKEN SIE NICHT AUF "REGISTRIEREN", SOFERN SIE, (1) NICHT BEFUGT SIND, DIE BEDINGUNGEN DIESER VEREINBARUNG ZU AKZEPTIEREN UND (2) SIE NICHT BEABSICHTIGEN, DIE BEDINGUNGEN DIESER VEREINBARUNG EINZUHALTEN UND SIE ALS VERBINDLICH ZU ERKENNEN. WENN SIE AUF DER ANMELDESEITE DER CAMUNDA ACADEMY DAS KÄSTCHEN MIT DEM HINWEIS "ICH BESTÄTIGE, DASS ICH DIE BEDINGUNGEN GELESEN HABE UND AKZEPTIERE" ANKREUZEN UND AUF "REGISTRIEREN" KLICKEN, GEHEN WIR DAVON AUS, DASS SIE RECHTSFÄHIG UND ZUM VERTRAGSSCHLUSS BEFUGT SIND. DARAUFHIN ERHALTEN SIE ZUGANG ZUR ACADEMY-PLATTFORM, UND DIESE VEREINBARUNG WIRD SOFORT WIRKSAM.
1. Definitionen
"Academy Plattform" ist die Lernplattform von Camunda (kurz auch Camunda Academy), durch die Studenten Zugang zu Schulungen zu Camundas Produkten erhalten.
"CCPA" bezeichnet den California Consumer Privacy Act von 2018.
"GDPR" bezeichnet die Verordnung (EU) 2016/679 des Europäischen Parlaments und des Rates vom 27. April 2016 zum Schutz natürlicher Personen bei der Verarbeitung personenbezogener Daten und zum freien Datenverkehr (Allgemeine Datenschutzverordnung).
"Feedback" bezeichnet Vorschläge, Verbesserungswünsche, Empfehlungen oder jegliches anderes Feedback, das von Ihnen stammt und sich auf den Betrieb, die Eigenschaften oder die Funktionalität der Academy-Plattform und die Produkte von Camunda im Allgemeinen bezieht.
"Materialien" sind alle Informationen, Daten, Produkte, Algorithmen, Codes, Beispielcodes im Quellcodeformat, Grafiken, Bilder, Kurse und Schulungsmaterialien, Software oder Inhalte, visuelle oder audiovisuelle Kombinationen oder andere Materialien, die eingereicht, hochgeladen, importiert, mitgeteilt oder ausgetauscht werden, um die Bereitstellung von Schulungen über die Academy-Plattform zu erleichtern, auf jeglichem Datenträger und in jeglichem Format, einschließlich der zugehörigen Dokumentation, Verbesserungen, Aktualisierungen, Patches und Erweiterungen sowie jeglicher Inhalte und Ergebnisse, die Camunda auf der Academy-Plattform bereitstellt oder zugänglich macht, damit Sie die Möglichkeit haben, Schulungen zu erhalten und Ihr Wissen über die jeweils behandelten Themen zu vertiefen.
"Bestellformular" bezeichnet das Auftragsdokument, mit dem Sie, der Camunda-Kunde oder der Camunda-Partner ist, eine kostenpflichtige Schulung im Rahmen dieses Vertrags erwerben.
"Repository-Materialien" sind Materialien, die Studierenden in Repositories, Verzeichnissen oder anderen Speicherplätzen auf GitHub oder anderen ähnlichen Git-Hosting-Anbietern zur Verfügung gestellt werden.
"StudentIn", "Sie", "Ihr" bezeichnet, Camunda Kunden, Camunda Partner, potenzielle Kunden, Mitglieder der Entwicklergemeinschaft von Camunda, sowie alle anderen Nutzer der Academy-Plattform, einschließlich der Organisation, in deren Namen sich Studenten registrieren, und dazugehöriger Mitarbeiter und Nutzer ("Endnutzer");
"Ihr Standort" bezeichnet – je nach Fall – Ihre Geschäftsadresse oder Ihren Wohnsitz.
"Schulungen" sind zusammenfassend (i) On-Demand-Schulungen, (ii) von Ausbildern geleitete Schulungen und (iii) hybride Schulungen, die jedenfalls von Camunda entwickelte und Camunda gehörende, proprietäre Schulungsmodule und alle damit zusammenhängende Materialien umfassen.
2. Auslegung
Innerhalb dieser Vereinbarung verstehen sich alle Verweise auf die Academy-Plattform als einschließlich aller Informationen und Inhalte, die in der Academy-Plattform integriert sind über die Academy Plattform genutzt werden können (einschließlich, jedoch ohne Einschränkung, der Materialien und Schulungen), sofern nicht ausdrücklich etwas anderes vorgesehen ist.
3. Schulungen, die über die Academy-Plattform angeboten werden
Camunda bietet drei Arten von Schulungen an, die durch diese Vereinbarung geregelt werden:
"On-Demand-Schulungen" sind eine Sammlung an Schulungen und Kursen, die jederzeit online über die Academy-Plattform abrufbar sind und die so zusammengestellt wurden, dass sie den Teilnehmern eine effiziente Möglichkeit bieten, sich schnell grundlegende Kenntnisse über Camunda-Produkte anzueignen. On-Demand-Schulungen sind kostenlos.
"Ausbildergeleitete Schulungen" sind Schulungen und Kurse zu Camunda‘s Produkten, die über die Academy-Plattform buchbar sind und von einem Ausbilder geleitet werden. Ausbildergeleitete Schulungen werden vor Ort oder online über die Academy-Plattform durchgeführt, und zwar entweder im offenen Klassenformat (d.h. Teilnehmer können sich für für verfügbare Zeiteinheiten offener Schulungskurse anmelden) oder im privaten Klassenformat (d.h. eine Gruppe von Teilnehmern kann sich für private, auf die spezifischen Bedürfnisse der jeweiligen Teilnehmer zugeschnitte Kurse anmelden).
"Hybride Schulungen") sind eine Kombination aus On-Demand-Schulungen und Ausbildergeleiteten Schulungen, bei denen Teilnehmer nach erfolgreichem Abschluss einer On-Demand-Schulung die Möglichkeit haben, sich für eine von einem Ausbilder geleitete Sitzung anzumelden und daran teilzunehmen, um in der On-Demand-Schulung erworbene Kenntnisse zu vertiefen ("Ausbilder-Sitzung").
Ausbildergeleitete Schulungen und Sitzungen sind kostenpflichtige Schulungen. Ungeachtet dessen behält sich Camunda das Recht vor, bestimmte von Ausbildern geleitete Schulungen und/oder Sitzungen bestimmten Teilnehmerkategorien kostenlos zur Verfügung zu stellen.
4. Registrierung auf der Academy-Plattform
Die Anmeldung erfolgt online unter https://academy.camunda.com, es sei denn, Sie sind ein Camunda-Partner. In diesem Fall erfolgt die Anmeldung über https://partner-academy.camunda.com. Der Zugang zur Academy-Plattform wird von Camunda nach eigenem Ermessen bereitgestellt. Zugangscodes und Passwörter sind nur für Sie und die Ihnen zugeordneten Endnutzer bestimmt. Camunda behält sich das Recht vor, Ihren Zugang jederzeit zu widerrufen. Durch die Registrierung erklären Sie sich bereit, wahrheitsgemäße und genaue Angaben zu machen und übernehmen die alleinige Verantwortung für die Wahrung der Vertraulichkeit des von Ihnen gewählten oder von Ihrem Webadministrator in Ihrem Namen gewählten Benutzernamens und Passworts zu übernehmen, um auf die Academy-Plattform zuzugreifen und Schulungen in Anspruch zu nehmen, sowie für alle Tätigkeiten, die über Ihr Konto auf der Academy-Plattform stattfinden. Ein Missbrauch oder eine Weitergabe Ihres Benutzernamens oder Ihres Passworts ist nicht gestattet. Ferner ist es untersagt, Ihre Identität oder Ihre Zugehörigkeit zu einer Einrichtung falsch darzustellen, sich als eine andere Person oder Einrichtung auszugeben oder die Herkunft von Materialien, die Sie über die Academy-Plattform erhalten, falsch anzugeben.
5. Anmeldung zu Schulungen
Die Anmeldung zu einer Schulung über die Academy-Plattform ist verbindlich und wird von Camunda (entweder innerhalb der Academy-Plattform oder per E-Mail) bestätigt, sobald Sie die gewählte kostenpflichtige Schulung erfolgreich bezahlt haben oder, im Falle einer kostenlosen Schulung, innerhalb einer angemessenen Frist nach Eingang Ihrer Anmeldung (die "Anmeldebestätigung"). Durch Erhalt der Anmeldebestätigung kommt der Vertrag über die Teilnahme an der Schulung zwischen Camunda und dem Kursteilnehmer ("Schulungsvertrag") zustande. Im Falle von Ausbildergeleiteten Schulungen oder Sitzungen, die eine maximale Teilnehmerzahl vorsehen, werden Anmeldungen in der Reihenfolge des Eingangs bis Erreichen der Begrenzung berücksichtigt. In diesem Fall werden wir Sie umgehend über das Datum und die Uhrzeit des verfügbaren Zeitfensters für die Ausbildergeleitete Schulung oder die Sitzung informiert, für die Sie sich angemeldet haben.
6. Gebühren und Zahlung
Die Gebühren, die Ihnen für die bezahlten Schulungen in Rechnung gestellt werden, können auf folgende Weise bezahlt werden:
(a) Online-Zahlung mit Kredit- oder Debitkarte; oder
(b) Banküberweisung. Sie müssen unsere Bankverbindung anfordern, um die Gebühren auf diese Weise zu bezahlen. Bitte achten Sie darauf, dass Sie eine Transaktionsnummer aufbewahren, falls es Probleme mit Ihrer Zahlung gibt.
Die detaillierten Zahlungsbedingungen für kostenpflichtigen Schulungen sind auf der Academy-Plattform aufgeführt.
Wenn Sie Camunda Kunde oder Camunda Partner sind, können wir in Absprache mit Ihnen ein Bestellformular erstellen, auf Grundlage dessen auch die Gebühren für kostenpflichtige Schulungen bezahlt werden. Wenn Sie uns ein Bestellformular oder ein vergleichbares Dokument in Verbindung mit dem Kauf einer kostenpflichtigen Schulung übermitteln, erklären Sie sich damit einverstanden, dass dies nur Ihren eigenen internen, administrativen Zwecken dient, jedoch keine Vertragsbedingungen dadurch gestellt oder vereinbart werden. Sie nehmen zur Kenntnis und akzeptieren, dass der Inhalt eines solchen Bestellformulars oder ähnlichen Dokuments für uns unverbindlich ist und hiermit vorsorglich abgelehnt und als kein Bestandteil dieser Vereinbarung angesehen wird, sowie dass die Bereitstellung der Schulungen durch uns das Folgende ausdrücklich nicht impliziert: (i) eine Annahme etwaig in dem Bestellformular oder ähnlichen Dokument enthaltener oder einbezogener Bedigungen; (ii) eine Änderung dieser Vereinbarung, oder (iii) eine Vereinbarung zur Änderung dieser Vereinbarung.
Mit Ausnahme Sie handeln als Verbraucher, verstehen sich alle Gebühren für bezahlte Schulungen zuzüglich aller Steuern, Gebühren und Abgaben oder sonstiger Beträge, wie auch immer sie bezeichnet werden, einschließlich und ohne Einschränkung Umsatzsteuer, Verkaufssteuer und gegebenenfalls Quellensteuern, die auf solche Gebühren oder aufgrund dieser Vereinbarung erhoben werden oder darauf basieren.
Camunda behält sich das Recht vor, Gebühren für die kostenpflichtige Schulungen zu ändern. Änderungen dieser Gebühren gelten nicht für Schulungen, die Sie bereits vollständig bezahlt und für die Sie eine Anmeldebestätigung erhalten haben. Änderungen gelten für alle zukünftigen Schulungen, für die Sie sich anzumelden beabsichtigen, vorbehaltlich einer vorherigen schriftlichen Mitteilung von Camunda, die per E-Mail versandt oder auf der Academy-Plattform zur Verfügung gestellt wird.
Wenn Sie Camunda Kunde oder Camunda Partner sind, gehen die in Ihrem Hauptvertrag mit uns vereinbarten Zahlungsbedingungen im Falle eines Widerspruchs vor, es sei denn, wir haben etwas anderes vereinbart.
7. Teilnahmebestätigung und Zertifikate
Nach erfolgreichem Abschluss der Schulungen erhalten Sie ein Abschlusszertifikat, das Sie aus Ihrem Konto auf der Academy-Plattform herunterladen können.
8. Stornierung von Ausbildergeleiteten Schulungen und Sitzungen
Camunda behält sich das Recht vor, vor-Ort Schulungen mit weniger als 4 Teilnehmern – wenn nötig mit einer Ankündigungsfrist von mindestens 21 Kalendertagen vor dem geplanten Datum – zu stornieren oder terminlich zu verschieben. Sollte Camunda eine Ausbildergeleitete Schulung oder eine Sitzung aus diesem Grund stornieren, wird Ihnen eine vollständige Rückerstattung gemäß der nachfolgenden Ziff. 9 (Rückerstattung) gewährt.
Camunda behält sich das Recht vor, das Datum Ausbildergeleiteter Schulungen oder Sitzungen aus welchem Grund auch immer mit einer Ankündigungsfrist von mindestens 7 Kalendertagen (im Falle von Fernschulungen) oder mit einer Vorankündigung von mindestens 21 Kalendertagen (im Falle von vor-Ort Schulungen) vor dem geplanten Datum zu stornieren oder zu verlegen. Im Falle einer Stornierung wird Ihnen der volle Betrag gemäß Ziff. 9 (Rückerstattung) zurückerstattet.
Wird eine Ausbildergeleitete Schulung oder eine Sitzung aufgrund höherer Gewalt, Krankheit des Ausbilders oder anderer Umstände, die nicht von Camunda zu vertreten sind, abgesagt, ist Camunda ausschließlich verpflichtet, Ihnen einen Ersatztermin für die Schulung anzubieten. Kommt keine Einigung über einen Ersatztermin zustande, steht es Ihnen frei, Ihre Anmeldung zu der stornierten Schulung durch unverzügliche schriftliche Mitteilung an Camunda zurückzuziehen. In dem Fall wird Ihnen Camunda die Schulungsgebühr – soweit bereits bezahlt – gemäß Ziff. 9 (Rückerstattung) zurückerstatten.
Camunda haftet im Falle der Verschiebung Ausbildergeleiteter Schulungen oder Sitzungen nur auf Vorsatz und grobe Fahrlässigkeit. Diese Haftungsbeschränkung gilt nicht bei Schäden aus der Verletzung von Leben, Körper und Gesundheit.
9. Rückerstattungen
Außer in den Fällen, in denen dieser Vertrag ausdrücklich vorsieht, dass Sie Anspruch auf eine Rückerstattung haben, ist die Rückerstattung von Gebühren ausgeschlossen. Wenn Sie gemäß dieser Vereinbarung Anspruch auf eine Rückerstattung haben, wird Ihnen die Rückerstattung innerhalb von 30 Tagen nach der Stornierung ausgezahlt.
10. Ihre Pflichten
Beim Zugriff auf die Academy-Plattform:
sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
Es ist Ihnen nicht gestattet:
die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
11. Vertraulichkeit
Die Parteien oder ihre verbundenen Unternehmen können für die Zwecke dieser Vereinbarung, insbesondere in Verbindung mit der Nutzung der Academy-Plattform durch Sie, vertrauliche Informationen austauschen. Informationen gelten als „vertraulich“, wenn sie auf der Academy-Plattform als solche gekennzeichnet sind oder angesichts der Umstände als solche betrachtet werden müssen ("vertrauliche Informationen"). Der Klarheit halber werden Materialien und Schulungen als vertrauliche Informationen von Camunda erklärt.
Zu den vertraulichen Informationen gehören solche Informationen nicht, die der Empfänger unabhängig entwickelt hat, die ihm rechtmäßig von einem Dritten, der insofern keiner Geheimhaltungsverpflichtung unterlag, zur Verfügung gestellt wurden oder die ohne Verschulden des Empfängers öffentlich bekannt werden. Die empfangende Partei wird die vertraulichen Informationen vertraulich und mit angemessener Sorgfalt behandeln und die vertraulichen Informationen nur für den Zweck und für die Dauer der Beziehung im Rahmen dieser Vereinbarung verwenden.
Die empfangende Partei darf vertrauliche Informationen den ihr zugeordneten Endnutzern weitergeben, die die vertraulichen Informationen für die Zwecke dieser Vereinbarung kennen müssen und die einer mindestens den Bestimmungen dieses Abschnittes gleichkommenden Vertraulichkeitsverpflichtung unterliegen. Darüber hinaus darf die empfangende Partei vertrauliche Informationen nur mit vorheriger schriftlicher Genehmigung der offenlegenden Partei offenlegen.
Darüber hinaus ist es der empfangenden Partei unbenommen, vertrauliche Informationen offenzulegen, soweit sie gesetzlich oder kraft gerichtlicher oder behördlicher Anordnung dazu verpflichtet ist. In einem solchen Fall hat die empfangende Partei, soweit dies nach geltendem Recht zulässig ist, (i) die offenlegende Partei unverzüglich und vor einer solchen Offenlegung schriftlich davon in Kenntnis setzen, damit die offenlegende Partei die eigenen Ansprüche im Wege des einstweiligen Rechtsschutzes oder anderer Rechtsmittel durchsetzen kann oder auf ihre Rechte gemäß diesem Abschnitt verzichten kann; und (ii) die offenlegenden Partei auf deren Kosten angemessen bei der Abwehr einer solchen Offenlegungsaufforderung oder bei der Beantragung einer einstweiligen Verfügung bzw. anderer Rechtsmittel gegen die Offenlegungsanordnung zu unterstützen.
Der empfangenden Partei ist es untersagt, sich vertrauliche Informationen durch sogenanntes Reverse Engineering zu verschaffen. Unter "Reverse Engineering" sind alle Handlungen mit dem Ziel zu verstehen, durch Beobachten, Testen, Untersuchen, Zerlegen oder Wiederzusammensetzens, Vertrauliche Informationen zu erlangen. Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise (insbesondere durch Reverse Engineering) zu verwerten oder nachzuahmen oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
12. Rechte an geistigem Eigentum
Geistige Eigentumsrechte an den vertraulichen Informationen stehen der jeweiligen Partei zu. Unbeschadet Rechter Dritter, behält sich Camunda alle Rechte, einschließlich aller Rechte an geistigem Eigentum, an der Academy-Plattform und an allen Informationen und Inhalten, die in der Academy-Plattform integriert sind oder über die Academy-Plattform verfügbar sind, vor. Unter geistigen Eigentumsrechten sind Rechte wie Urheberrechte, Marken, Dienstleistungsmarken, Domainnamen, Designrechte, Datenbankrechte, Patente, Know-how und alle anderen geistigen Eigentumsrechte jeglicher Art zu verstehen, unabhängig davon, ob (irgendwo auf der Welt) registriert oder nicht registriert.
13. Zugang zur Academy-Plattform
Unter der Voraussetzung, dass Sie diesen Vertrag einhalten, gewährt Ihnen Camunda während der Laufzeit dieses Vertrages das Recht, auf die Academy-Plattform zuzugreifen, sich für diese zu registrieren, sie in Augenschein zu nehmen und zu nutzen, sowie alle Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, in dem für die Inanspruchnahme von Schulungen erforderlichen Ausmaß und unbeschadet etwaig durch diese Vereinbarung vorgesehener Beschränkungen (einschließlich, beispielsweise, gem. Ziff. 11 (Vertraulichkeit), 12 (Rechte an geistigem Eigentum) und 19 (Export)) zu nutzen. Anderweitige Nutzungen sind ausdrücklich untersagt. Sofern in der Vereinbarung nicht ausdrücklich etwas anderes angegeben ist, gewährt Ihnen diese Vereinbarung kein Recht zur Vervielfältigung, Aufzeichnung, Weiterverteilung, Übertragung, Abtretung, zum Verkauf, zur Ausstrahlung, Vermietung, gemeinsamen Nutzung, zum Verleih, zur Änderung, Anpassung, Bearbeitung, Erstellung abgeleiteter Werke oder zur anderweitigen Übertragung, kommerziellen Nutzung, öffentlichen Darstellung oder Verwendung der Academy-Plattform und jeglicher Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, oder jeglicher anderer Rechte an der Academy-Plattform, die nicht ausdrücklich in dieser Vereinbarung angegeben sind, es sei denn, Sie haben eine ausdrückliche schriftliche Genehmigung dazu erhalten.
Ungeachtet des vorstehenden Absatzes soll keine Bestimmung dieser Vereinbarung die Bedingungen von Open-Source-, Free-Software- oder öffentlichen Lizenzen, die für von Camunda zur Verfügung gestellte Repository-Materialien gelten, ändern oder einschränken. Unter der Voraussetzung, dass Sie die Bedingungen solcher Open-Source-, Free-Software- oder öffentlicher Lizenzen vollständig einhalten, wird Camunda das Kopieren oder die Weitergabe von Repository-Materialien, die ansonsten frei an Dritte weitergegeben werden können (soweit nicht anderweitig durch Gesetz vorgesehen), weder beschränken noch eine Vergütung dafür verlangen.
Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, können Links oder eingebettete Links zu Inhalten und Websites Dritter enthalten. Diese Links werden nur zu Ihrer Information zur Verfügung gestellt. Camunda billigt weder den Inhalt noch die mit ihnen verbundenen Aktivitäten. Camunda hat keine Kontrolle über solche Inhalte und übernimmt keine Haftung für solche Inhalte Dritter. Bitte beachten Sie, dass der Zugriff auf diese Inhalte gemäß den Nutzungsbedingungen und Datenschutzrichtlinien der jeweiligen Drittanbieter erfolgt.
14. Lizenz zur Nutzung von Feedback
Sie gewähren Camunda hiermit ein unentgeltliches, räumlich, inhaltlich und zeitlich uneingeschränktes, einfaches, übertragbares, unwiderrufliches, unterlizenzierbares Recht zur Nutzung, Vervielfältigung, Bearbeitung, Verwertung, Verbreitung, öffentlichen Aufführung oder Ausstellung, Herstellung zum Verkauf oder zur Vermietung innerhalb eigner Produkte oder Dienstleistungen, Offenlegung, Veröffentlichung sowie Geheimhaltung der von Ihnen auf jede Art und Weise, einschließlich mündlich, schriftlich oder mittels Dokumenten an Camunda übermittelten Feedbacks, sowie in demselben Umfang das Recht, abgeleitete Werke zu erstellen oder Kopien davon zu lizenzieren. Soweit gesetzlich zulässig, verzichten Sie auf jegliche Rechte an oder in Bezug auf Ergebnisse, abgeleitete Werke oder Werke jeglicher Art, die sich aus der Verarbeitung oder Abänderung des von Ihnen übermittelten Feedbacks durch Camunda ergeben.
15. Garantie- und Haftungsausschluss
DIE ACADEMY-PLATTFORM UND ALLES, WAS IN VERBINDUNG DAMIT ZUR VERFÜGUNG GESTELLT WIRD, WIRD "WIE GESEHEN" UND OHNE JEGLICHE GARANTIE ZUR VERFÜGUNG GESTELLT. CAMUNDA SCHLIESST HIERMIT FÜR SICH SELBST UND SEINE LIEFERANTEN ALLE AUSDRÜCKLICHEN ODER STILLSCHWEIGENDEN GARANTIEN AUS, EINSCHLIESSLICH UND OHNE EINSCHRÄNKUNG ALLER STILLSCHWEIGENDEN GARANTIEN, BEDINGUNGEN FÜR DIE MARKTGÄNGIGKEIT, DIE EIGNUNG FÜR EINEN BESTIMMTEN ZWECK, ZUFRIEDENSTELLENDE QUALITÄT, DAS EIGENTUM UND DIE WAHRUNG VON RECHTEN DRITTER. CAMUNDA UND SEINE LIEFERANTEN GARANTIEREN DARÜBER HINAUS NICHT, DASS DIE ACADEMY-PLATTFORM FEHLERFREI FUNKTIONIERT ODER FREI VON VIREN, BUGS, WORMS ODER ANDEREN SCHÄDLICHEN KOMPONENTEN IST, UND CAMUNDA ÜBERNIMMT KEINE HAFTUNG FÜR SCHÄDEN, DIE DADURCH ENTSTEHEN.
16. Haftungsbegrenzung
UNGEACHTET ABWEICHENDER BESTIMMUNGEN (JEDOCH NUR SOWEIT GESETZLICH ZULÄSSIG) HAFTET CAMUNDA IHNEN GEGENÜBER IN KEINEM FALL FÜR INDIREKTE SCHÄDEN, STARFSCHADENSERSATZ, ZUFÄLLIGE SCHÄDEN, BESONDERE SCHÄDEN ODER FOLGESCHÄDEN, DIE SICH AUS DEM BETRIEB, DER NUTZUNG ODER DEM ZUGANG ZUR ACADEMY-PLATTFORM ERGEBEN ODER IN IRGENDEINER WEISE DAMIT VERBUNDEN SIND, SOWIE ANDERWEITIG AUS DIESER VEREINBARUNG ENTSTEHEN, EINSCHLIESSLICH (JEDOCH OHNE EINSCHRÄNKUNG) (I) ENTGANGENEN ODER ERWARTETER (DIREKTER ODER INDIREKTER) EINNAHMEN ODER (II) ENTGANGENER GESCHÄFTE ODER (III) ENTGANGENER VERKÄUFE, UNABHÄNGIG DAVON, OB SIE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG), VERLETZUNG GESETZLICHER PFLICHTEN ODER AUS ANDEREM RECHTSGRUND ENTSTEHEN. UNGEACHTET ABWEICHENDER BESTIMMUNGEN IST DIE MAXIMALE HAFTUNG VON CAMUNDA IHNEN GEGENÜBER FÜR ALLE ANSPRÜCHE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG) ODER ANDEREM RECHTSGRUND IN VERBINDUNG MIT DER NUTZUNG ODER DEN ZUGANG ZUR ACADEMY-PLATTFORM, UNABHÄNGIG VON DER KLAGEART, INSGESAMT AUF EUR 10.000 (ZEHNTAUSEND EURO) BEGRENZT, SOWEIT DIES NACH GELTENDEM RECHT ZULÄSSIG IST.
Hiermit stellen Sie Camunda, deren Tochtergesellschaften, verbundene Unternehmen, leitende Angestellten, Geschäftsführer, Gesellschafter, Angestellte und die jeweiligen Rechtsnachfolger und Abtretungsempfänger ("die freigestellten Parteien") freiwillig und zeitlich unbegrenzt von Haftung, Ansprüchen, Forderungen, Klagen oder Klagegründen, Schadensersatzansprüchen, Klagen nach dem Billigkeitsrecht jeglicher Art und Natur frei, die in Verbindung mit Ihrem Zugriff auf und/oder Ihrer Nutzung und Umsetzung der gemäß dieser Vereinbarung zur Verfügung gestellten Schulungen entstehen, sich daraus ergeben oder in welcher Weise auch immer damit zusammenhängen. WENN SIE IN KALIFORNIEN WOHNHAFT SIND, VERZICHTEN SIE AUF ABSATZ 1542 DES KALIFORNISCHEN ZIVILGESETZBUCHES, DER BESAGT: "EINE ALLGEMEINE FREISTELLUNG ERSTRECKT SICH NICHT AUF ANSPRÜCHE, VON DENEN DER GLÄUBIGER ZUM ZEITPUNKT DER ERTEILUNG DER FREISTELLUNG NICHT WEIß ODER VERMUTET, DASS SIE ZU SEINEN GUNSTEN BESTEHEN, UND DIE, WENN SIE IHM BEKANNT GEWESEN WÄREN, SEINE ABRECHNUNG MIT DEM SCHULDNER WESENTLICH BEEINFLUSST HÄTTEN".
17. Freistellung
Soweit gesetzlich zulässig, erklären Sie sich damit einverstanden, Camunda von jeglichen Ansprüchen, Haftungen, Schäden, Verlusten und Kosten, einschließlich, ohne Einschränkung, angemessener Anwaltsgebühren und -kosten, freizustellen und schadlos zu halten, die sich aus den folgenden Vorfällen ergeben oder wie auch immer damit verbunden sind: (i) Verletzung oder angebliche Verletzung dieser Vereinbarung durch Sie; (ii) Verletzung von geistigen Eigentumsrechten, Persönlichkeits-, Vertraulichkeits-, Eigentums- oder Datenschutzrechten Dritter durch Sie; oder (iii) falsche Angaben durch Sie. Sie werden auf Camunda‘s Aufforderung bei der Verteidigung gegen jegliche Ansprüche unterstützen. Camunda behält sich das Recht vor, die ausschließliche Verteidigung und Kontrolle über jede Angelegenheit zu übernehmen, hinsichtlich der Ihre Entschädigungsverpflichtung besteht, und Sie werden unter keinen Umständen ohne die vorherige schriftliche Zustimmung von Camunda auf Ansprüche verzichten.
18. Datenschutz
Sie haben einschlägige Vorschriften zum Schutz der Privatsphäre und personenbezogener Daten, einschließlich, jedoch ohne Einschränkung, GDPR und CCPA einzuhalten.
Wenn Sie Camunda über die Academy-Plattform personenbezogene Daten zur Verfügung stellen, einschließlich Vorname, Nachname, E-Mail-Adresse, Telefonnummer(n) und andere Informationen, die individuell identifizierbare Informationen enthalten ("personenbezogene Daten"), gewähren Sie Camunda das Recht und die Lizenz, personenbezogene Daten für den Betrieb und die Verbesserung der Academy-Plattform zu sammeln, zu hosten, zu speichern, zu verarbeiten und anderweitig zu nutzen (wie in dieser Vereinbarung dargelegt). Dies kann die Übermittlung personenbezogener Daten in die Vereinigten Staaten und/oder andere Länder beinhalten, insbesondere da Camunda einen Drittanbieter (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) für die Zwecke des Hostings der Academy-Plattform einsetzt.
19. Export
Die Academy-Plattform unterliegt möglicherweise Exportbeschränkungen und -vorschriften der Vereinigten Staaten, der Europäischen Union, des Vereinigten Königreichs, Singapurs, der Bundesrepublik Deutschland und anderer Länder.
Sie sichern zu und gewährleisten, dass Sie oder mit Ihnen verbundene Unternehmen (i) kein verbotener Rechtsträger („Prohibited Entity“) sind und (ii) weder direkt noch indirekt Maßnahmen ergriffen haben oder ergreifen werden, die zu einem Verstoß gegen Sanktionen führen, auch durch Camunda oder deren verbundene Unternehmen.
Für die Zwecke dieses Abschnitts und soweit auf Sie anwendbar sind "Sanktionen" alle Wirtschafts- oder Finanzsanktionen, branchenspezifische Sanktionen, sekundären Sanktionen oder Handelsembargos, die im Laufe der Zeit von (i) den Vereinigten Staaten verwaltet oder durchgesetzt werden, einschließlich derer, die vom U.S. Department of Treasury's Office of Foreign Assets Control, dem U.S. Department of State oder dem U.S. Department of Commerce oder durch eine bestehende oder künftige Executive Order verwaltet werden; (ii) dem Sicherheitsrat der Vereinten Nationen; (iii) der Europäischen Union; (iv) dem Vereinigten Königreich; oder (v) einer andere für Sie zuständige Regierungsbehörde verwaltet und durchgesetzt werden. "Verbotener Rechtsträger" („Prohibited Entity“) bezeichnet (i) eine (juristische oder natürliche) Person, die zu der Zielgruppe einer Sanktion gehärt, (ii) eine Person, ein Land oder ein Gebiet, das Ziel eines territorialen oder länderbasierten Sanktionsprogramms ist, (iii) ein Rechtsträger mit Sitz in Russland oder (iv) eine Person, die im Eigentum oder unter der Kontrolle einer Person steht, die unter (i), (ii) oder (iii) fällt.
20. Referenz
Sind Sie eine juristische Person, gewähren Sie Camunda hiermit eine übertragbare, unterlizenzierbare, unentgeltliche, nicht-exklusive, räumlich und zeitlich unbeschränkte Lizenz zum Vervielfältigen, Hosten, Speichern, Verbreiten, öffentlich Aufführen, Ausstellen, Einbinden in andere Werke und zur anderweitigen Nutzung Ihrer Marken, Dienstleistungsmarken und Logos in unseren Marketingmaterialien zum Zwecke der Förderung der Academy-Plattform. Sie stimmen zu, dass Camunda Sie öffentlich als Nutzer der Academy-Plattform und der Schulungen erwähnen und Ihren Namen und Ihr Logo auf der Camunda Website und in allen Werbematerialien nennen darf. Sie haben die vorherige Zustimmung von Camunda einzuholen, bevor Sie Camunda‘s Namen, Camunda‘s Logos und Markenzeichen verwenden und bevor Sie Aussagen in Bezug auf Camunda oder die Academy-Plattform in Medien, Pressemitteilungen, Briefings oder Konferenzen machen, mit Ausnahme von Erwähnen Ihrer Rolle als Nutzer der Academy-Plattform und der Schulungen. Sie erklären sich auch damit einverstanden, die Wirksamkeit der Markenrechte von Camunda nicht anzufechten.
Wenn Sie Kunde von Camunda sind, hat die in Ihrem zugrundeliegenden Vertrag mit uns festgelegte Kundenreferenz- und Publizitätsklausel im Falle eines Konflikts Vorrang vor dem vorstehenden Absatz, sofern nicht anderes vereinbart.
21. Laufzeit und Beendigung
Diese Vereinbarung gilt ab dem Tag, an dem Sie auf die Academy-Plattform zugreifen, für die gesamte Dauer der Schulungen und bis zur Kündigung gemäß dieser Vereinbarung.
Jede Partei kann diese Vereinbarung sofort und fristlos kündigen, wenn: (i) die andere Partei wesentliche Bestimmungen dieser Vereinbarung verletzt (z. B. wenn Sie die Gebühren für kostenpflichtige Schulungen nicht zahlen oder gegen Exportbestimmungen verstoßen) und, falls eine solche Verletzung heilbar ist, sie nicht innerhalb von dreißig (30) Tagen nach schriftlicher Mitteilung der jeweils anderen Partei geheilt wurde; oder (ii) Camunda ihr Recht ausübt, die Bedingungen dieser Vereinbarung zu ändern, indem Ihnen die geänderten Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Ungeachtet dessen kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, sofern Sie die Gebühren nicht innerhalb von zehn (10) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda bezahlen. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda kann jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die die Beendigung auf Ihren wesentlichen Verstoß zurückzuführen ist. Die Bedingungen dieser Vereinbarung gelten für die zum Zeitpunkt der Beendigung dieser Vereinbarung laufende Schulung bis zum Abschluss der Schulung weiter.
Wir sind berechtigt, die Vereinbarung sofort und fristlos zu kündigen oder Ihr Recht auf Nutzung und Zugriff auf die Academy-Plattform aufheben, wenn die Bereitstellung der Schulungen als rechtswidrig erachtet wird oder gegen Rechte Dritter verstößt.
22. Fortgeltung
Alle Bestimmungen, die nach ihrem Inhalt über die Erfüllung, Aufhebung oder Beendigung dieser Vereinbarung hinaus gelten sollen, überdauern die Beendigung dieser Vereinbarung (unabhängig davon, ob ausdrücklich vorgesehen).
23. Änderung der Bedingungen; Aktualisierung von Schulungen
Camunda behält sich das Recht vor, die Bedingungen dieser Vereinbarung im Laufe der Zeit mit oder ohne vorherige Ankündigung zu ändern oder zu aktualisieren. Änderungen treten unmittelbar nach ihrer Veröffentlichung unter camunda.com/legal/terms/camunda-academy-terms/ in Kraft. Die Fortsetzung der Nutzung der Academy-Plattform nach Veröffentlichung der Änderungen durch Sie impliziert eine Annahme der Änderungen.
Camunda kann Aktualisierungen der Academy-Plattform oder der Schulungen (und Schulungsinhalte) anbieten. Solche Aktualisierungen werden automatisch und ohne gesonderte Benachrichtigung durchgeführt.
24. Anwendbares Recht und Gerichtsstand
Ihr Standort bestimmt (a) welche Camunda-Einheit diese Vereinbarung mit Ihnen eingeht, (b) welches Recht bei Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, Anwendung findet, und (c) welche Gerichte für solche Streitigkeiten oder Gerichtsverfahren zuständig sind (der "Gerichtsstand"), und zwar wie in der nachfolgenden Tabelle aufgeführt.
Die Parteien erkennen hiermit die ausschließliche Zuständigkeit der unten als zuständig bezeichneten Gerichte an.
Ihr Standort
Camunda als Vertragspartei
Anwendbares Recht
Gerichtsstand
Die Vereinigten Staaten von Amerika, Kanada und Mexiko
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten
Delaware
Deutschland, Österreich, Schweiz
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
Berlin, Deutschland
Vereinigtes Königreich und Commonwealth (ohne Kanada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, Vereinigtes Königreich, SL7 1PB
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
Jedes andere Land
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
25. Lokale Bestimmungen
Die folgenden abweichenden Bestimmungen gelten für Sie nur, wenn sich Ihr Standort in dem jeweils angegebenen geographischen Bereich befindet:
Vereinigte Staaten von Amerika, Kanada und Mexiko
Soweit Ihr Standort in den Vereinigten Staaten von Amerika, Kanada und Mexiko liegt, gelten für Sie gem. Ziff. 25 (Lokale Bestimmungen) der Vereinbarung die zwei nachfolgenden zusätzlichen Absätze:
26. Aktivitäten mit hohem Risiko
Die Academy Plattform ist nicht für die Verwendung oder den Weiterverkauf als Online-Kontrollgerät in gefährlichen Umgebungen konzipiert, hergestellt oder bestimmt, die eine ausfallsichere Leistung erfordern, wie z. B. beim Betrieb von Nuklearanlagen, der Flugsicherung oder von Maschinen zur direkten Lebenserhaltung, bei denen der Ausfall der Academy-Plattform unmittelbar zu Tod, Personenschäden oder schweren Sach- oder Umweltschäden führen könnte ("Hochrisikoaktivitäten"). Dementsprechend lehnt Camunda ausdrücklich jegliche ausdrückliche oder stillschweigende Gewährleistung der Eignung für Hochrisikoaktivitäten ab.
27. U.S. Regierung
Die Academynplattform und gegebenenfalls die zugehörige Dokumentation sind "kommerzielle Gegenstände" gemäß der Definition in 48 C.F.R. §2.101, bestehend aus "kommerzieller Computersoftware" und "kommerzieller Computersoftware-Dokumentation“ nach Maßgabe von 48 C.F.R. §12.212 bzw. 48 C.F.R. §227.2702-4. In Übereinstimmung mit 48 C.F.R. §12.212 bzw. 48 C.F.R. §§227.2702-1 bis 227.7202-4 werden die kommerzielle Computersoftware und die kommerzielle Computersoftware-Dokumentation (falls zutreffend) an Endnutzer der US-Regierung (a) nur als kommerzielle Gegenstände und (b) nur mit den Rechten lizenziert, die allen anderen Endnutzern gemäß den in dieser Vereinbarung und allen anwendbaren Lizenzvereinbarungen für die Academy-Plattform dargelegten Bedingungen gewährt werden.
Wenn Sie Ihren Wohnsitz in Kalifornien haben, können Sie gemäß California Civil Code Section 1789.3 Beschwerden an die Complaint Assistance Unit der Division of Consumer Affairs des California Department of Consumer Affairs richten, indem Sie sich schriftlich an folgende Adresse wenden: 1625 North Market Blvd, Suite N112, Sacramento, CA 95834, oder per Telefon unter (800) 952-5210.
Deutschland, Österreich und Schweiz
a) Befindet sich Ihr Standort in Deutschland, Österreich oder in der Schweiz, gilt zusätzlich zum zweiten Absatz von Ziff. 21 (Laufzeit und Beendigung) Folgendes:
Jede Partei kann diese Vereinbarung jederzeit ohne Angabe von Gründen unter Einhaltung einer Frist von mindestens dreißig (30) Tagen schriftlich kündigen.
b) Nehmen Sie Schulungen als Verbraucher in Anspruch, gelten zusätzlich zu Ziff. 8 (Stornierung von Ausbildergeleiteten Schulungen und Sitzungen) die folgenden Absätze:
Widerrufsrecht für Verbraucher. Sie haben das Recht, binnen 14 Tagen ohne Angabe von Gründen vom Schulungsvertrag zurückzutreten. Die Widerrufsfrist endet 14 Tage nach Erhalt der Anmeldebestätigung, mit der der Schulungsvertrag als abgeschlossen gilt ("Widerrufsfrist"). Um Ihr Widerrufsrecht auszuüben, müssen Sie uns Ihren Entschluss, den Schulungsvertrag zu widerrufen, mittels einer eindeutigen Erklärung per Post an Camunda Services GmbH, Zossener Straße 55-58, 10961 Berlin, Deutschland oder per E-Mail an academy@camunda.com mitteilen. Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs vom Schulungsvertrag durch Verbraucher. Wenn Sie den Schulungsvertrag widerrufen, erhalten Sie die Gebühren für die jeweilige Schulung vollständig zurück. Ihr Widerrufsrecht erlischt vorzeitig, wenn der Schulungsvertrag auf Ihren ausdrücklichen Wunsch vollständig erfüllt ist, bevor Sie Ihr Widerrufsrecht ausgeübt haben.
c) Für alle Studenten:
c.1) Zusätzlich zu Ziff. 11 (Vertraulichkeit) dieser Vereinbarung gilt Folgendes:
Als vertrauliche Informationen gelten insbesondere: Geschäftsgeheimnisse, Produkte, Herstellungsverfahren, Know-how, Erfindungen, Geschäftsbeziehungen, Geschäftsstrategien, Geschäftspläne, Finanzplanungen, Personalangelegenheiten, digital verkörperte Informationen (Daten), alle Unterlagen und Informationen der offenlegenden Partei, die technischen und organisatorischen Geheimhaltungsmaßnahmen unterliegen und die als vertraulich gekennzeichnet sind oder nach der Art der Information oder den Umständen der Übermittlung als vertraulich anzusehen sind. Unbeschadet der ihr nach dem Geschäftsgeheimnisgesetz zustehenden Rechte stehen der offenlegenden Partei alle Eigentums-, Nutzungs- und Verwertungsrechte an den vertraulichen Informationen zu, soweit in diesem Vertrag nichts anderes bestimmt ist. Der empfangenden Partei ist bekannt, dass die oben beschriebenen vertraulichen Informationen bisher weder in ihrer Gesamtheit noch in ihren Einzelheiten allgemein bekannt oder leicht zugänglich waren und daher von wirtschaftlichem Wert sind und von der offenlegenden Partei durch angemessene Geheimhaltungsmaßnahmen geschützt werden. Erfüllt eine vertrauliche Information im Sinne dieses Abschnitts nicht die Voraussetzungen eines Geschäftsgeheimnisses im Sinne des deutschen Geschäftsgeheimnisgesetzes, so unterliegt diese Information dennoch den Verpflichtungen dieses Abschnitts.
c.2) Ziff. 11, Abs. 4 (Vertraulichkeit) wird um das Folgende ergänzt:
Die empfangende Partei hat darüber hinaus bei der Offenlegung gegebenenfalls darauf hinzuweisen, dass es sich um Geschäftsgeheimnisse handelt, und dafür Sorge zu tragen, dass die Vorschriften der §§ 16 ff. des Geschäftsgeheimnisgesetzes gewahrt werden.
c.3) Ziff. 11, Abs. 5, letzter Satz (Vertraulichkeit) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise zu verwerten oder nachzuahmen (insbesondere durch Reverse Engineering) oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
c.4) Ziff. 15 (Garantie- und Haftungsausschluss) dieser Vereinbarung wird für nicht anwendbar erklärt.
c.5) Ziff. 16 (Haftungsbeschränkung) dieser Vereinbarung wird vollständig durch den folgenden Abschnitt ersetzt:
Camunda haftet unbeschränkt für alle von Camunda und ihren gesetzlichen Vertretern oder Erfüllungsgehilfen verursachten Schäden in Fällen des Vorsatzes oder der groben Fahrlässigkeit, für die Nichteinhaltung ausdrücklicher Beschaffenheitsgarantien und für Schäden aus der Verletzung des Lebens, des Körpers oder der Gesundheit sowie nach den Vorschriften des Produkthaftungsgesetzes (ProdHftG). Bei leicht fahrlässiger Verletzung von Kardinalpflichten ist die Haftung von Camunda auf den Ersatz des vorhersehbaren, typischerweise eintretenden Schadens beschränkt. Kardinalpflichten sind solche Grundpflichten, die das Wesen des Vertrages ausmachen, die für den Abschluss des Vertrages maßgeblich waren und auf deren Erfüllung die Parteien vertrauen dürfen. Im Übrigen ist die Haftung von Camunda für leicht fahrlässige Verletzungen vertraglicher Nebenpflichten ausgeschlossen. Eine weitergehende Haftung - gleich aus welchem Rechtsgrund - von Camunda und deren Erfüllungsgehilfen ist ausgeschlossen. Eine verschuldensunabhängige Haftung von Camunda für Mängel aufgrund vorbestehender Mängel an der Academy-Plattform ist ausgeschlossen.
Ist der Schaden auf einen Datenverlust zurückzuführen, so haftet Camunda nur insoweit, als der Schaden auch dann entstanden wäre, wenn eine Sicherung aller relevanten Daten vorgenommen hätte.
c.6) Der zweite Satz des zweiten Absatzes von Ziff. 21 (Laufzeit und Kündigung) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Ungeachtet des Vorstehenden kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, es sei denn, Sie begleichen den Betrag innerhalb von sechzig (60) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda in voller Höhe.
c.7) Abweichend von § 24 (Anwendbares Recht und Gerichtsstand) wird der Gerichtsstand nur mit Kaufleuten im Sinne des Handelsgesetzbuches, öffentlich-rechtlichen Sondervermögen und juristischen Personen des öffentlichen Rechts vereinbart.
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
a) Für Studenten, die als Verbraucher handeln:
Sie gelten als Verbraucher, wenn Sie eine natürliche Person sind, und wenn Sie bei uns Produkte ganz oder überwiegend für Ihren persönlichen Gebrauch und nicht in Verbindung mit Ihrem Handel, Geschäft, Handwerk oder Beruf erwerben.
Wenn Sie Verbraucher sind, gelten die in den Abschnitten a.1), a.2) und a.3) aufgeführten Änderungen und Ergänzungen für kostenpflichtige Schulungen im Rahmen dieser Vereinbarung. Wenn Sie Verbraucher sind, gilt die in Abschnitt a.4) beschriebene Änderung in jedem Fall.
a.1) Die folgenden zwei Absätze werden Ziff. 8 (Stornierung von Ausbilderschulungen und Sitzungen) angefügt:
Wenn Sie Verbraucher sind und uns innerhalb von 14 Tagen nach Erhalt der Anmeldebestätigung kontaktieren (die "Widerrufsfrist"), haben Sie bei entgeltlichen Schulungsverträgen ein gesetzliches Widerrufsrecht. Sie können dieses Recht ausüben, indem Sie sich mit uns in Verbindung setzen, z. B. per E-Mail an academy@camunda.com oder indem Sie das Muster-Widerrufsformular ausfüllen. Wenn Sie widerrufen, bevor wir mit der Durchführung der Schulung beginnen, erhalten Sie eine vollständige Rückerstattung für die entsprechende Schulung. Wenn Sie nach Ablauf der Stornierungsfrist stornieren, wird keine Rückerstattung gewährt.
Wenn Sie ausdrücklich verlangt haben, dass wir innerhalb der Widerrufsfrist mit der Schulung beginnen, und Sie widerrufen, nachdem wir mit der Schulung begonnen haben, müssen Sie uns für die bis zum Zeitpunkt Ihrem Widerruf erbrachte Schulung bezahlen. Sobald wir die Schulung abgeschlossen haben, können Sie Ihre Meinung nicht mehr ändern, auch wenn die Widerrufsfrist noch läuft.
a.2) Ziff. 15 (Garantie- und Haftungsausschluss) wird um den folgenden Absatz ergänzt:
Wenn Sie eine Ausbildergeleitete Schulung oder eine Sitzung buchen und wir die entsprechende Schulung nicht mit angemessener Sachkenntnis und Sorgfalt durchführen, können Sie von uns verlangen, die Schulung zu wiederholen oder eine anteilige Rückerstattung der für die Schulung gezahlten Gebühr verlangen.
a.3) Ziff. 16 (Haftungsbeschränkung) wird um die folgenden drei Absätze ergänzt:
WENN SIE EIN VERBRAUCHER SIND UND WIR DIESE VEREINBARUNG IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN NICHT EINHALTEN, SIND WIR FÜR VERLUSTE ODER SCHÄDEN VERANTWORTLICH, DIE SIE ERLEIDEN UND DIE EINE VORHERSEHBARE FOLGE UNSERER VERTRAGSVERLETZUNG ODER UNSERER FAHRLÄSSIGKEIT SIND. WIR HAFTEN JEDOCH FÜR NICHT VORHERSEHBARE VERLUSTE ODER SCHÄDEN. EIN VERLUST ODER SCHADEN IST VORHERSEHBAR, WENN ES ENTWEDER OFFENSICHTLICH IST, DASS ER EINTRETEN WIRD, ODER WENN SOWOHL WIR ALS AUCH SIE ZUM ZEITPUNKT DES VERTRAGSABSCHLUSSES WUSSTEN, DASS ER EINTRETEN KÖNNTE.
WENN SIE VERBRAUCHER SIND, IST UNSERE HAFTUNG IHNEN GEGENÜBER IN BEZUG AUF BEZAHLTE SCHULUNGEN WEDER AUSGESCHLOSSEN NOCH BESCHRÄNKT, SOFERN DIES GESETZLICH UNZULÄSSIG WÄRE. DIES BETRIFFT DIE HAFTUNG FÜR DIE VERLETZUNG IHRER ANSPRÜCHE IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN, EINSCHLIESSLICH DES RECHTS, SCHULUNGEN ZU ERHALTEN, DIE: WIE BESCHRIEBEN UND MIT DEN VON UNS GEMACHTEN ANGABEN, SOWIE MIT ALLEN VON IHNEN IN AUGENSCHEIN GENOMMENEN ODER GEPRÜFTEN MUSTERN ÜBEREINSTIMMEN; VON ZUFRIEDENSTELLENDER QUALITÄT SIND; FÜR JEDEN UNS BEKANNTEN BESONDEREN ZWECK GEEIGNET SIND; MIT ANGEMESSENER SACHKENNTNIS UND SORGFALT GELIEFERT WURDEN; UND FÜR FEHLERHAFTE PRODUKTE GEMÄSS DEM VERBRAUCHERSCHUTZGESETZ VON 1987.
WIR HAFTEN NICHT FÜR GESCHÄFTSVERLUSTE. WENN SIE VERBRAUCHER SIND, STELLEN WIR IHNEN KOSTENPFLICHTIGE SCHULUNGEN NUR FÜR DEN PRIVATEN GEBRAUCH ZUR VERFÜGUNG. WENN SIE AUF KOSTENLOSE SCHULUNGEN ZUGREIFEN ODER KOSTENPFLICHTIGE SCHULUNGEN FÜR GEWERBLICHE, GESCHÄFTLICHE ODER MIT ABSICHT DES WEITERVERKAUFS NUTZEN, HAFTEN WIR IHNEN GEGENÜBER NUR BESCHRÄNKT WIE IN ZIFF. 16 (HAFTUNGSBESCHRÄNKUNG) BESCHRIEBEN, UNTER AUSSCHLUSS DER ZUSÄTZLICHEN ABSÄTZE, DIE IN DIESEM UNTERABSCHNITT A.3 DER LOKALEN BESTIMMUNGEN FÜR DAS VEREINIGTE KÖNIGREICH UND DAS COMMONWEALTH UND JEDE ANDERE REGION ALS DIE VEREINIGTEN STAATEN VON AMERIKA, KANADA, MEXIKO, DEUTSCHLAND, ÖSTERREICH ODER DIE SCHWEIZ VORGESEHEN SIND.
a.4) Wenn Sie Verbraucher sind und im Vereinigten Königreich leben, wird Abschnitt 24 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung in seiner Gesamtheit durch den folgenden Abschnitt ersetzt:
Dieser Vertrag unterliegt englischem Recht, und Sie können in Bezug auf die Produkte vor englischen Gerichten klagen. Wenn Sie in Schottland wohnen, können Sie in Bezug auf die Produkte entweder vor einem schottischen oder einem englischen Gericht klagen. Wenn Sie in Nordirland wohnen, können Sie in Bezug auf die Produkte entweder vor den nordirischen oder den englischen Gerichten Klage erheben.
b) für alle Kategorien von Studenten gilt:
b.1). Ziff. 16 (Haftungsbeschränkung) wird um folgenden Absatz ergänzt:
NICHTS IN DIESER VEREINBARUNG SCHRÄNKT UNSERE HAFTUNG EIN ODER SCHLIESST SIE AUS FÜR: (A) TODESFÄLLE ODER KÖRPERVERLETZUNGEN, DIE DURCH UNSERE FAHRLÄSSIGKEIT ODER DIE FAHRLÄSSIGKEIT UNSERER ANGESTELLTEN, VERTRETER ODER AUFTRAGSNEHMER VERURSACHT WURDEN; (B) BETRUG ODER ARGLISTIGE FEHLDARSTELLUNG; (C) VERLETZUNG DER BEDINGUNGEN, DIE DURCH ZIFF. 12 DES SALE OF GOODS ACT 1979 ODER ZIFF. 2 DES SUPPLY OF GOODS AND SERVICES ACT 1982 FESTGELEGT WERDEN; ODER (D) SOWEIT EIN HAFTUNGSAUSSCHLUSS ODER EINE HAFTUNGSBESCHRÄNKUNG GESETZLICH UNZULÄSSIG SIND.
b.2) Ziff. 21, Abs. 2 (Laufzeit und Beendigung) dieser Vereinbarung wird durch den folgenden Abschnitt ersetzt:
Jede Vertragspartei kann diese Vereinbarung jederzeit kündigen, wenn (i) die andere Vertragspartei fällige und zahlbare Beträge aus der Vereinbarung nicht zum Fälligkeitsdatum zahlt und diese Beträge nicht innerhalb von 14 Tagen nach dem Datum, an dem die nicht zahlende Vertragspartei eine schriftliche Zahlungsaufforderung erhält, gezahlt werden, (ii) die andere Vertragspartei eine wesentliche Verletzung einer Bedingung dieser Vereinbarung begeht (mit Ausnahme der Nichtzahlung fälliger Beträge) und (falls eine solche Verletzung behebbar ist) diese Verletzung nicht innerhalb einer Frist von 30 Tagen nach einer schriftlichen Aufforderung behebt, (iii) die andere Partei wiederholt gegen eine der Bestimmungen dieser Vereinbarung in einer Weise verstößt, die die Annahme rechtfertigt, dass die Einhaltung der Bestimmungen dieser Vereinbarung nicht beabsichtigt sei, oder (iv) Camunda das Recht ausübt, die Bestimmungen und Bedingungen dieser Vereinbarung zu ändern, indem die geänderten Bestimmungen und Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda darf jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die Beendigung auf einen wesentlichen Verstoß durch Sie zurückzuführen ist. Die Bedingungen dieses Vertrages gelten für die zum Zeitpunkt der Beendigung dieses Vertrages laufende Schulung weiter, bis diese abgeschlossen ist.
b.3) Gem. Ziff. 25 (Lokale Bestimmungen) der Vereinbarung werden die nachfolgenden zwei Abschnitte eingefügt:
26. Zustellung der Klage
Die Parteien vereinbaren, dass im Falle einer Klage in Bezug auf außervertragliche Verpflichtungen, Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, ein Klageformular und alle anderen Dokumente in Bezug auf eine solche Klage an die eingetragene Adresse der jeweiligen Partei zugestellt werden, auch wenn diese Adresse außerhalb von England und Wales liegt.
27. Rechte von Dritten
Eine Person, die nicht Vertragspartei dieses Vertrages ist, hat nach dem Contracts (Rights of Third Parties) Act 1999 kein Recht, eine Bestimmung dieses Vertrages durchzusetzen oder davon zu profitieren.
Effective March 10th 2023 to April 28th 2023
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Table of Contents
Diese Allgemeinen Nutzungsbedingungen der Camunda Academy (zusammenfassend "Vereinbarung") stellen einen Vertrag zwischen dem unter Ziff. 24 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung genannten Unternehmen Camunda ("Camunda", "wir", "uns", "unser") und Ihnen als Studentin oder Student dar und regeln Ihren Zugang zur und Ihre Nutzung der Academy Plattform (Sie und Camunda werden im Folgenden einzeln auch als "Partei" und gemeinsam als "Parteien" bezeichnet). Einigen der von uns verwendeten Begriffe haben wir spezifische Definitionen zugeordnet, wie nachfolgend unter Ziff. 1 (Definitionen) oder in der Vereinbarung erläutert.
Wenn Sie als Verbraucher handeln und sich in Deutschland, Österreich oder der Schweiz befinden, beachten Sie bitte die abweichenden Bestimmungen unter Ziff. 25. Dort finden Sie insbesondere auch Informationen zum Widerrufsrecht und zu abweichenden Haftungsregelungen.
DURCH DEN ZUGANG ZUR UND DIE NUTZUNG DER ACADEMY-PLATTFORM AUF JEDWEDE ART UND WEISE AKZEPTIEREN SIE DIESE VEREINBARUNG UND ERKENNEN SIE ALS VERBINDLICH AN. STIMMEN SIE DIESER VEREINBARUNG IN IHRER GESAMTHEIT NICHT BEDINGUNGSLOS ZU, DÜRFEN SIE DIE CAMUNDA ACADEMY NICHT NUTZEN UND HABEN AUCH KEINEN ANSPRUCH DARAUF.
WÄHLEN SIE DAS KÄSTCHEN NICHT AN UND KLICKEN SIE NICHT AUF "REGISTRIEREN", SOFERN SIE, (1) NICHT BEFUGT SIND, DIE BEDINGUNGEN DIESER VEREINBARUNG ZU AKZEPTIEREN UND (2) SIE NICHT BEABSICHTIGEN, DIE BEDINGUNGEN DIESER VEREINBARUNG EINZUHALTEN UND SIE ALS VERBINDLICH ZU ERKENNEN. WENN SIE AUF DER ANMELDESEITE DER CAMUNDA ACADEMY DAS KÄSTCHEN MIT DEM HINWEIS "ICH BESTÄTIGE, DASS ICH DIE BEDINGUNGEN GELESEN HABE UND AKZEPTIERE" ANKREUZEN UND AUF "REGISTRIEREN" KLICKEN, GEHEN WIR DAVON AUS, DASS SIE RECHTSFÄHIG UND ZUM VERTRAGSSCHLUSS BEFUGT SIND. DARAUFHIN ERHALTEN SIE ZUGANG ZUR ACADEMY-PLATTFORM, UND DIESE VEREINBARUNG WIRD SOFORT WIRKSAM.
1. Definitionen
"Academy Plattform" ist die Lernplattform von Camunda (kurz auch Camunda Academy), durch die Studenten Zugang zu Schulungen zu Camundas Produkten erhalten.
"CCPA" bezeichnet den California Consumer Privacy Act von 2018.
"GDPR" bezeichnet die Verordnung (EU) 2016/679 des Europäischen Parlaments und des Rates vom 27. April 2016 zum Schutz natürlicher Personen bei der Verarbeitung personenbezogener Daten und zum freien Datenverkehr (Allgemeine Datenschutzverordnung).
"Feedback" bezeichnet Vorschläge, Verbesserungswünsche, Empfehlungen oder jegliches anderes Feedback, das von Ihnen stammt und sich auf den Betrieb, die Eigenschaften oder die Funktionalität der Academy-Plattform und die Produkte von Camunda im Allgemeinen bezieht.
"Materialien" sind alle Informationen, Daten, Produkte, Algorithmen, Codes, Beispielcodes im Quellcodeformat, Grafiken, Bilder, Kurse und Schulungsmaterialien, Software oder Inhalte, visuelle oder audiovisuelle Kombinationen oder andere Materialien, die eingereicht, hochgeladen, importiert, mitgeteilt oder ausgetauscht werden, um die Bereitstellung von Schulungen über die Academy-Plattform zu erleichtern, auf jeglichem Datenträger und in jeglichem Format, einschließlich der zugehörigen Dokumentation, Verbesserungen, Aktualisierungen, Patches und Erweiterungen sowie jeglicher Inhalte und Ergebnisse, die Camunda auf der Academy-Plattform bereitstellt oder zugänglich macht, damit Sie die Möglichkeit haben, Schulungen zu erhalten und Ihr Wissen über die jeweils behandelten Themen zu vertiefen.
"Bestellformular" bezeichnet das Auftragsdokument, mit dem Sie, der Camunda-Kunde oder der Camunda-Partner ist, eine kostenpflichtige Schulung im Rahmen dieses Vertrags erwerben.
"Repository-Materialien" sind Materialien, die Studierenden in Repositories, Verzeichnissen oder anderen Speicherplätzen auf GitHub oder anderen ähnlichen Git-Hosting-Anbietern zur Verfügung gestellt werden.
"StudentIn", "Sie", "Ihr" bezeichnet, Camunda Kunden, Camunda Partner, potenzielle Kunden, Mitglieder der Entwicklergemeinschaft von Camunda, sowie alle anderen Nutzer der Academy-Plattform, einschließlich der Organisation, in deren Namen sich Studenten registrieren, und dazugehöriger Mitarbeiter und Nutzer ("Endnutzer");
"Ihr Standort" bezeichnet – je nach Fall – Ihre Geschäftsadresse oder Ihren Wohnsitz.
"Schulungen" sind zusammenfassend (i) On-Demand-Schulungen, (ii) von Ausbildern geleitete Schulungen und (iii) hybride Schulungen, die jedenfalls von Camunda entwickelte und Camunda gehörende, proprietäre Schulungsmodule und alle damit zusammenhängende Materialien umfassen.
2. Auslegung
Innerhalb dieser Vereinbarung verstehen sich alle Verweise auf die Academy-Plattform als einschließlich aller Informationen und Inhalte, die in der Academy-Plattform integriert sind über die Academy Plattform genutzt werden können (einschließlich, jedoch ohne Einschränkung, der Materialien und Schulungen), sofern nicht ausdrücklich etwas anderes vorgesehen ist.
3. Schulungen, die über die Academy-Plattform angeboten werden
Camunda bietet drei Arten von Schulungen an, die durch diese Vereinbarung geregelt werden:
"On-Demand-Schulungen" sind eine Sammlung an Schulungen und Kursen, die jederzeit online über die Academy-Plattform abrufbar sind und die so zusammengestellt wurden, dass sie den Teilnehmern eine effiziente Möglichkeit bieten, sich schnell grundlegende Kenntnisse über Camunda-Produkte anzueignen. On-Demand-Schulungen sind kostenlos.
"Ausbildergeleitete Schulungen" sind Schulungen und Kurse zu Camunda‘s Produkten, die über die Academy-Plattform buchbar sind und von einem Ausbilder geleitet werden. Ausbildergeleitete Schulungen werden vor Ort oder online über die Academy-Plattform durchgeführt, und zwar entweder im offenen Klassenformat (d.h. Teilnehmer können sich für für verfügbare Zeiteinheiten offener Schulungskurse anmelden) oder im privaten Klassenformat (d.h. eine Gruppe von Teilnehmern kann sich für private, auf die spezifischen Bedürfnisse der jeweiligen Teilnehmer zugeschnitte Kurse anmelden).
"Hybride Schulungen") sind eine Kombination aus On-Demand-Schulungen und Ausbildergeleiteten Schulungen, bei denen Teilnehmer nach erfolgreichem Abschluss einer On-Demand-Schulung die Möglichkeit haben, sich für eine von einem Ausbilder geleitete Sitzung anzumelden und daran teilzunehmen, um in der On-Demand-Schulung erworbene Kenntnisse zu vertiefen ("Ausbilder-Sitzung").
Ausbildergeleitete Schulungen und Sitzungen sind kostenpflichtige Schulungen. Ungeachtet dessen behält sich Camunda das Recht vor, bestimmte von Ausbildern geleitete Schulungen und/oder Sitzungen bestimmten Teilnehmerkategorien kostenlos zur Verfügung zu stellen.
4. Registrierung auf der Academy-Plattform
Die Anmeldung erfolgt online unter https://academy.camunda.com, es sei denn, Sie sind ein Camunda-Partner. In diesem Fall erfolgt die Anmeldung über https://partner-academy.camunda.com. Der Zugang zur Academy-Plattform wird von Camunda nach eigenem Ermessen bereitgestellt. Zugangscodes und Passwörter sind nur für Sie und die Ihnen zugeordneten Endnutzer bestimmt. Camunda behält sich das Recht vor, Ihren Zugang jederzeit zu widerrufen. Durch die Registrierung erklären Sie sich bereit, wahrheitsgemäße und genaue Angaben zu machen und übernehmen die alleinige Verantwortung für die Wahrung der Vertraulichkeit des von Ihnen gewählten oder von Ihrem Webadministrator in Ihrem Namen gewählten Benutzernamens und Passworts zu übernehmen, um auf die Academy-Plattform zuzugreifen und Schulungen in Anspruch zu nehmen, sowie für alle Tätigkeiten, die über Ihr Konto auf der Academy-Plattform stattfinden. Ein Missbrauch oder eine Weitergabe Ihres Benutzernamens oder Ihres Passworts ist nicht gestattet. Ferner ist es untersagt, Ihre Identität oder Ihre Zugehörigkeit zu einer Einrichtung falsch darzustellen, sich als eine andere Person oder Einrichtung auszugeben oder die Herkunft von Materialien, die Sie über die Academy-Plattform erhalten, falsch anzugeben.
5. Anmeldung zu Schulungen
Die Anmeldung zu einer Schulung über die Academy-Plattform ist verbindlich und wird von Camunda (entweder innerhalb der Academy-Plattform oder per E-Mail) bestätigt, sobald Sie die gewählte kostenpflichtige Schulung erfolgreich bezahlt haben oder, im Falle einer kostenlosen Schulung, innerhalb einer angemessenen Frist nach Eingang Ihrer Anmeldung (die "Anmeldebestätigung"). Durch Erhalt der Anmeldebestätigung kommt der Vertrag über die Teilnahme an der Schulung zwischen Camunda und dem Kursteilnehmer ("Schulungsvertrag") zustande. Im Falle von Ausbildergeleiteten Schulungen oder Sitzungen, die eine maximale Teilnehmerzahl vorsehen, werden Anmeldungen in der Reihenfolge des Eingangs bis Erreichen der Begrenzung berücksichtigt. In diesem Fall werden wir Sie umgehend über das Datum und die Uhrzeit des verfügbaren Zeitfensters für die Ausbildergeleitete Schulung oder die Sitzung informiert, für die Sie sich angemeldet haben.
6. Gebühren und Zahlung
Die Gebühren, die Ihnen für die bezahlten Schulungen in Rechnung gestellt werden, können auf folgende Weise bezahlt werden:
(a) Online-Zahlung mit Kredit- oder Debitkarte; oder
(b) Banküberweisung. Sie müssen unsere Bankverbindung anfordern, um die Gebühren auf diese Weise zu bezahlen. Bitte achten Sie darauf, dass Sie eine Transaktionsnummer aufbewahren, falls es Probleme mit Ihrer Zahlung gibt.
Die detaillierten Zahlungsbedingungen für kostenpflichtigen Schulungen sind auf der Academy-Plattform aufgeführt.
Wenn Sie Camunda Kunde oder Camunda Partner sind, können wir in Absprache mit Ihnen ein Bestellformular erstellen, auf Grundlage dessen auch die Gebühren für kostenpflichtige Schulungen bezahlt werden. Wenn Sie uns ein Bestellformular oder ein vergleichbares Dokument in Verbindung mit dem Kauf einer kostenpflichtigen Schulung übermitteln, erklären Sie sich damit einverstanden, dass dies nur Ihren eigenen internen, administrativen Zwecken dient, jedoch keine Vertragsbedingungen dadurch gestellt oder vereinbart werden. Sie nehmen zur Kenntnis und akzeptieren, dass der Inhalt eines solchen Bestellformulars oder ähnlichen Dokuments für uns unverbindlich ist und hiermit vorsorglich abgelehnt und als kein Bestandteil dieser Vereinbarung angesehen wird, sowie dass die Bereitstellung der Schulungen durch uns das Folgende ausdrücklich nicht impliziert: (i) eine Annahme etwaig in dem Bestellformular oder ähnlichen Dokument enthaltener oder einbezogener Bedigungen; (ii) eine Änderung dieser Vereinbarung, oder (iii) eine Vereinbarung zur Änderung dieser Vereinbarung.
Mit Ausnahme Sie handeln als Verbraucher, verstehen sich alle Gebühren für bezahlte Schulungen zuzüglich aller Steuern, Gebühren und Abgaben oder sonstiger Beträge, wie auch immer sie bezeichnet werden, einschließlich und ohne Einschränkung Umsatzsteuer, Verkaufssteuer und gegebenenfalls Quellensteuern, die auf solche Gebühren oder aufgrund dieser Vereinbarung erhoben werden oder darauf basieren.
Camunda behält sich das Recht vor, Gebühren für die kostenpflichtige Schulungen zu ändern. Änderungen dieser Gebühren gelten nicht für Schulungen, die Sie bereits vollständig bezahlt und für die Sie eine Anmeldebestätigung erhalten haben. Änderungen gelten für alle zukünftigen Schulungen, für die Sie sich anzumelden beabsichtigen, vorbehaltlich einer vorherigen schriftlichen Mitteilung von Camunda, die per E-Mail versandt oder auf der Academy-Plattform zur Verfügung gestellt wird.
Wenn Sie Camunda Kunde oder Camunda Partner sind, gehen die in Ihrem Hauptvertrag mit uns vereinbarten Zahlungsbedingungen im Falle eines Widerspruchs vor, es sei denn, wir haben etwas anderes vereinbart.
7. Teilnahmebestätigung und Zertifikate
Nach erfolgreichem Abschluss der Schulungen erhalten Sie ein Abschlusszertifikat, das Sie aus Ihrem Konto auf der Academy-Plattform herunterladen können.
8. Stornierung von Ausbildergeleiteten Schulungen und Sitzungen
Camunda behält sich das Recht vor, vor-Ort Schulungen mit weniger als 4 Teilnehmern – wenn nötig mit einer Ankündigungsfrist von mindestens 21 Kalendertagen vor dem geplanten Datum – zu stornieren oder terminlich zu verschieben. Sollte Camunda eine Ausbildergeleitete Schulung oder eine Sitzung aus diesem Grund stornieren, wird Ihnen eine vollständige Rückerstattung gemäß der nachfolgenden Ziff. 9 (Rückerstattung) gewährt.
Camunda behält sich das Recht vor, das Datum Ausbildergeleiteter Schulungen oder Sitzungen aus welchem Grund auch immer mit einer Ankündigungsfrist von mindestens 7 Kalendertagen (im Falle von Fernschulungen) oder mit einer Vorankündigung von mindestens 21 Kalendertagen (im Falle von vor-Ort Schulungen) vor dem geplanten Datum zu stornieren oder zu verlegen. Im Falle einer Stornierung wird Ihnen der volle Betrag gemäß Ziff. 9 (Rückerstattung) zurückerstattet.
Wird eine Ausbildergeleitete Schulung oder eine Sitzung aufgrund höherer Gewalt, Krankheit des Ausbilders oder anderer Umstände, die nicht von Camunda zu vertreten sind, abgesagt, ist Camunda ausschließlich verpflichtet, Ihnen einen Ersatztermin für die Schulung anzubieten. Kommt keine Einigung über einen Ersatztermin zustande, steht es Ihnen frei, Ihre Anmeldung zu der stornierten Schulung durch unverzügliche schriftliche Mitteilung an Camunda zurückzuziehen. In dem Fall wird Ihnen Camunda die Schulungsgebühr – soweit bereits bezahlt – gemäß Ziff. 9 (Rückerstattung) zurückerstatten.
Camunda haftet im Falle der Verschiebung Ausbildergeleiteter Schulungen oder Sitzungen nur auf Vorsatz und grobe Fahrlässigkeit. Diese Haftungsbeschränkung gilt nicht bei Schäden aus der Verletzung von Leben, Körper und Gesundheit.
9. Rückerstattungen
Außer in den Fällen, in denen dieser Vertrag ausdrücklich vorsieht, dass Sie Anspruch auf eine Rückerstattung haben, ist die Rückerstattung von Gebühren ausgeschlossen. Wenn Sie gemäß dieser Vereinbarung Anspruch auf eine Rückerstattung haben, wird Ihnen die Rückerstattung innerhalb von 30 Tagen nach der Stornierung ausgezahlt.
10. Ihre Pflichten
Beim Zugriff auf die Academy-Plattform:
sind Sie verpflichtet, den unbefugten Zugriff auf die Academy-Plattform oder deren Nutzung zu verhindern, Passwörter und Benutzernamen geheim zu halten, sowie Dritten nicht zu gestatten, auf Ihren Benutzernamen, Ihr Passwort oder Ihr Konto für die Academy-Plattform zuzugreifen oder diese zu nutzen;
sind Sie verpflichtet, nur den Ihnen zugeordneten Endnutzern (zu denen, falls Camunda dies zulässt, auch Ihre Kunden oder potenzielle Kunden gehören können) die Nutzung der Academy-Plattform und die Inanspruchnahme der Schulungen, und zwar ausschließlich für Ihre Schulungs- und Lernzwecke zu gestatten und sie zur Einhaltung dieser Vereinbarung zu veranlassen;
haften Sie allein für alle Handlungen, die über Ihr Konto in Verbindung mit der Academy-Plattform durchgeführt werden;
sind Sie verpflichtet, Camunda unverzüglich zu benachrichtigen, wenn Sie den begründeten Verdacht oder die positive Kenntnis einer Sicherheitsverletzung – z. B. bei Verlust, Diebstahl oder unbefugter Offenlegung oder Nutzung Ihres Benutzernamens, Passworts oder Kontos – im Zusammenhang mit der Academy-Plattform haben;
verpflichten Sie sich im Übrigen, nur in Übereinstimmung mit den einschlägigen Rechtsvorschriften auf die Academy-Plattform zuzugreifen.
Es ist Ihnen nicht gestattet:
die Academy-Plattform zu nutzen, um Inhalte zu speichern oder zu übermitteln, einschließlich Inhalte, die geistige Eigentumsrechte Dritter, den Schutz der Privatsphäre bzw. Persönlichkeitsrechte verletzen oder gegen geltendes Recht verstoßen;
zu versuchen, sich unbefugten Zugang zur Academy-Plattform oder zu den damit verbundenen Systemen oder Netzwerken zu verschaffen oder Softwareschutz- oder Überwachungsmaßnahmen der Academy-Plattform zu überwinden, zu umgehen, zu entfernen, zu deaktivieren oder anderweitig zu missbrauchen;
Dritte zu einer der oben genannten Handlungen anzuhalten,zu veranlassen oder zu ermutigen;
Software oder andere Materialien, die Viren, Worms, Time Bombs, trojanische Pferde oder andere schädliche oder störende Komponenten, sowie robot, spider, Such-/Retrievalanwendungen oder andere manuelle oder automatische Anwendungen oder Verfahren zum Abrufen, Indizieren, "Data-Mining" enthalten, über die Academy-Plattform öffentlich zugänglich zu machen oder zu übermitteln, oder die Navigationsstruktur oder Präsentation der Academy-Plattform zu reproduzieren oder zu umgehen;
über die Academy-Plattform unerwünschte oder unerlaubte Werbung, Kaufaufforderungen, Werbematerialien, "Junk-Mail", "Spam", "Kettenbriefe", politisches Kampagnenmaterial, Massenmailings, "Schneeballsysteme" oder ähnliche Formen der Ansprache zu verbreiten bzw. umzusetzen.
11. Vertraulichkeit
Die Parteien oder ihre verbundenen Unternehmen können für die Zwecke dieser Vereinbarung, insbesondere in Verbindung mit der Nutzung der Academy-Plattform durch Sie, vertrauliche Informationen austauschen. Informationen gelten als „vertraulich“, wenn sie auf der Academy-Plattform als solche gekennzeichnet sind oder angesichts der Umstände als solche betrachtet werden müssen ("vertrauliche Informationen"). Der Klarheit halber werden Materialien und Schulungen als vertrauliche Informationen von Camunda erklärt.
Zu den vertraulichen Informationen gehören solche Informationen nicht, die der Empfänger unabhängig entwickelt hat, die ihm rechtmäßig von einem Dritten, der insofern keiner Geheimhaltungsverpflichtung unterlag, zur Verfügung gestellt wurden oder die ohne Verschulden des Empfängers öffentlich bekannt werden. Die empfangende Partei wird die vertraulichen Informationen vertraulich und mit angemessener Sorgfalt behandeln und die vertraulichen Informationen nur für den Zweck und für die Dauer der Beziehung im Rahmen dieser Vereinbarung verwenden.
Die empfangende Partei darf vertrauliche Informationen den ihr zugeordneten Endnutzern weitergeben, die die vertraulichen Informationen für die Zwecke dieser Vereinbarung kennen müssen und die einer mindestens den Bestimmungen dieses Abschnittes gleichkommenden Vertraulichkeitsverpflichtung unterliegen. Darüber hinaus darf die empfangende Partei vertrauliche Informationen nur mit vorheriger schriftlicher Genehmigung der offenlegenden Partei offenlegen.
Darüber hinaus ist es der empfangenden Partei unbenommen, vertrauliche Informationen offenzulegen, soweit sie gesetzlich oder kraft gerichtlicher oder behördlicher Anordnung dazu verpflichtet ist. In einem solchen Fall hat die empfangende Partei, soweit dies nach geltendem Recht zulässig ist, (i) die offenlegende Partei unverzüglich und vor einer solchen Offenlegung schriftlich davon in Kenntnis setzen, damit die offenlegende Partei die eigenen Ansprüche im Wege des einstweiligen Rechtsschutzes oder anderer Rechtsmittel durchsetzen kann oder auf ihre Rechte gemäß diesem Abschnitt verzichten kann; und (ii) die offenlegenden Partei auf deren Kosten angemessen bei der Abwehr einer solchen Offenlegungsaufforderung oder bei der Beantragung einer einstweiligen Verfügung bzw. anderer Rechtsmittel gegen die Offenlegungsanordnung zu unterstützen.
Der empfangenden Partei ist es untersagt, sich vertrauliche Informationen durch sogenanntes Reverse Engineering zu verschaffen. Unter "Reverse Engineering" sind alle Handlungen mit dem Ziel zu verstehen, durch Beobachten, Testen, Untersuchen, Zerlegen oder Wiederzusammensetzens, Vertrauliche Informationen zu erlangen. Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise (insbesondere durch Reverse Engineering) zu verwerten oder nachzuahmen oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
12. Rechte an geistigem Eigentum
Geistige Eigentumsrechte an den vertraulichen Informationen stehen der jeweiligen Partei zu. Unbeschadet Rechter Dritter, behält sich Camunda alle Rechte, einschließlich aller Rechte an geistigem Eigentum, an der Academy-Plattform und an allen Informationen und Inhalten, die in der Academy-Plattform integriert sind oder über die Academy-Plattform verfügbar sind, vor. Unter geistigen Eigentumsrechten sind Rechte wie Urheberrechte, Marken, Dienstleistungsmarken, Domainnamen, Designrechte, Datenbankrechte, Patente, Know-how und alle anderen geistigen Eigentumsrechte jeglicher Art zu verstehen, unabhängig davon, ob (irgendwo auf der Welt) registriert oder nicht registriert.
13. Zugang zur Academy-Plattform
Unter der Voraussetzung, dass Sie diesen Vertrag einhalten, gewährt Ihnen Camunda während der Laufzeit dieses Vertrages das Recht, auf die Academy-Plattform zuzugreifen, sich für diese zu registrieren, sie in Augenschein zu nehmen und zu nutzen, sowie alle Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, in dem für die Inanspruchnahme von Schulungen erforderlichen Ausmaß und unbeschadet etwaig durch diese Vereinbarung vorgesehener Beschränkungen (einschließlich, beispielsweise, gem. Ziff. 11 (Vertraulichkeit), 12 (Rechte an geistigem Eigentum) und 19 (Export)) zu nutzen. Anderweitige Nutzungen sind ausdrücklich untersagt. Sofern in der Vereinbarung nicht ausdrücklich etwas anderes angegeben ist, gewährt Ihnen diese Vereinbarung kein Recht zur Vervielfältigung, Aufzeichnung, Weiterverteilung, Übertragung, Abtretung, zum Verkauf, zur Ausstrahlung, Vermietung, gemeinsamen Nutzung, zum Verleih, zur Änderung, Anpassung, Bearbeitung, Erstellung abgeleiteter Werke oder zur anderweitigen Übertragung, kommerziellen Nutzung, öffentlichen Darstellung oder Verwendung der Academy-Plattform und jeglicher Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, oder jeglicher anderer Rechte an der Academy-Plattform, die nicht ausdrücklich in dieser Vereinbarung angegeben sind, es sei denn, Sie haben eine ausdrückliche schriftliche Genehmigung dazu erhalten.
Ungeachtet des vorstehenden Absatzes soll keine Bestimmung dieser Vereinbarung die Bedingungen von Open-Source-, Free-Software- oder öffentlichen Lizenzen, die für von Camunda zur Verfügung gestellte Repository-Materialien gelten, ändern oder einschränken. Unter der Voraussetzung, dass Sie die Bedingungen solcher Open-Source-, Free-Software- oder öffentlicher Lizenzen vollständig einhalten, wird Camunda das Kopieren oder die Weitergabe von Repository-Materialien, die ansonsten frei an Dritte weitergegeben werden können (soweit nicht anderweitig durch Gesetz vorgesehen), weder beschränken noch eine Vergütung dafür verlangen.
Informationen und Inhalte, die in der Academy-Plattform integriert oder über die Academy-Plattform verfügbar sind, können Links oder eingebettete Links zu Inhalten und Websites Dritter enthalten. Diese Links werden nur zu Ihrer Information zur Verfügung gestellt. Camunda billigt weder den Inhalt noch die mit ihnen verbundenen Aktivitäten. Camunda hat keine Kontrolle über solche Inhalte und übernimmt keine Haftung für solche Inhalte Dritter. Bitte beachten Sie, dass der Zugriff auf diese Inhalte gemäß den Nutzungsbedingungen und Datenschutzrichtlinien der jeweiligen Drittanbieter erfolgt.
14. Lizenz zur Nutzung von Feedback
Sie gewähren Camunda hiermit ein unentgeltliches, räumlich, inhaltlich und zeitlich uneingeschränktes, einfaches, übertragbares, unwiderrufliches, unterlizenzierbares Recht zur Nutzung, Vervielfältigung, Bearbeitung, Verwertung, Verbreitung, öffentlichen Aufführung oder Ausstellung, Herstellung zum Verkauf oder zur Vermietung innerhalb eigner Produkte oder Dienstleistungen, Offenlegung, Veröffentlichung sowie Geheimhaltung der von Ihnen auf jede Art und Weise, einschließlich mündlich, schriftlich oder mittels Dokumenten an Camunda übermittelten Feedbacks, sowie in demselben Umfang das Recht, abgeleitete Werke zu erstellen oder Kopien davon zu lizenzieren. Soweit gesetzlich zulässig, verzichten Sie auf jegliche Rechte an oder in Bezug auf Ergebnisse, abgeleitete Werke oder Werke jeglicher Art, die sich aus der Verarbeitung oder Abänderung des von Ihnen übermittelten Feedbacks durch Camunda ergeben.
15. Garantie- und Haftungsausschluss
DIE ACADEMY-PLATTFORM UND ALLES, WAS IN VERBINDUNG DAMIT ZUR VERFÜGUNG GESTELLT WIRD, WIRD "WIE GESEHEN" UND OHNE JEGLICHE GARANTIE ZUR VERFÜGUNG GESTELLT. CAMUNDA SCHLIESST HIERMIT FÜR SICH SELBST UND SEINE LIEFERANTEN ALLE AUSDRÜCKLICHEN ODER STILLSCHWEIGENDEN GARANTIEN AUS, EINSCHLIESSLICH UND OHNE EINSCHRÄNKUNG ALLER STILLSCHWEIGENDEN GARANTIEN, BEDINGUNGEN FÜR DIE MARKTGÄNGIGKEIT, DIE EIGNUNG FÜR EINEN BESTIMMTEN ZWECK, ZUFRIEDENSTELLENDE QUALITÄT, DAS EIGENTUM UND DIE WAHRUNG VON RECHTEN DRITTER. CAMUNDA UND SEINE LIEFERANTEN GARANTIEREN DARÜBER HINAUS NICHT, DASS DIE ACADEMY-PLATTFORM FEHLERFREI FUNKTIONIERT ODER FREI VON VIREN, BUGS, WORMS ODER ANDEREN SCHÄDLICHEN KOMPONENTEN IST, UND CAMUNDA ÜBERNIMMT KEINE HAFTUNG FÜR SCHÄDEN, DIE DADURCH ENTSTEHEN.
16. Haftungsbegrenzung
UNGEACHTET ABWEICHENDER BESTIMMUNGEN (JEDOCH NUR SOWEIT GESETZLICH ZULÄSSIG) HAFTET CAMUNDA IHNEN GEGENÜBER IN KEINEM FALL FÜR INDIREKTE SCHÄDEN, STARFSCHADENSERSATZ, ZUFÄLLIGE SCHÄDEN, BESONDERE SCHÄDEN ODER FOLGESCHÄDEN, DIE SICH AUS DEM BETRIEB, DER NUTZUNG ODER DEM ZUGANG ZUR ACADEMY-PLATTFORM ERGEBEN ODER IN IRGENDEINER WEISE DAMIT VERBUNDEN SIND, SOWIE ANDERWEITIG AUS DIESER VEREINBARUNG ENTSTEHEN, EINSCHLIESSLICH (JEDOCH OHNE EINSCHRÄNKUNG) (I) ENTGANGENEN ODER ERWARTETER (DIREKTER ODER INDIREKTER) EINNAHMEN ODER (II) ENTGANGENER GESCHÄFTE ODER (III) ENTGANGENER VERKÄUFE, UNABHÄNGIG DAVON, OB SIE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG), VERLETZUNG GESETZLICHER PFLICHTEN ODER AUS ANDEREM RECHTSGRUND ENTSTEHEN. UNGEACHTET ABWEICHENDER BESTIMMUNGEN IST DIE MAXIMALE HAFTUNG VON CAMUNDA IHNEN GEGENÜBER FÜR ALLE ANSPRÜCHE AUS VERTRAG, UNERLAUBTER HANDLUNG (EINSCHLIESSLICH FAHRLÄSSIGER, GROB FAHRLÄSSIGER UND VERSCHULDENSUNABHÄNGIGER HAFTUNG) ODER ANDEREM RECHTSGRUND IN VERBINDUNG MIT DER NUTZUNG ODER DEN ZUGANG ZUR ACADEMY-PLATTFORM, UNABHÄNGIG VON DER KLAGEART, INSGESAMT AUF EUR 10.000 (ZEHNTAUSEND EURO) BEGRENZT, SOWEIT DIES NACH GELTENDEM RECHT ZULÄSSIG IST.
Hiermit stellen Sie Camunda, deren Tochtergesellschaften, verbundene Unternehmen, leitende Angestellten, Geschäftsführer, Gesellschafter, Angestellte und die jeweiligen Rechtsnachfolger und Abtretungsempfänger ("die freigestellten Parteien") freiwillig und zeitlich unbegrenzt von Haftung, Ansprüchen, Forderungen, Klagen oder Klagegründen, Schadensersatzansprüchen, Klagen nach dem Billigkeitsrecht jeglicher Art und Natur frei, die in Verbindung mit Ihrem Zugriff auf und/oder Ihrer Nutzung und Umsetzung der gemäß dieser Vereinbarung zur Verfügung gestellten Schulungen entstehen, sich daraus ergeben oder in welcher Weise auch immer damit zusammenhängen. WENN SIE IN KALIFORNIEN WOHNHAFT SIND, VERZICHTEN SIE AUF ABSATZ 1542 DES KALIFORNISCHEN ZIVILGESETZBUCHES, DER BESAGT: "EINE ALLGEMEINE FREISTELLUNG ERSTRECKT SICH NICHT AUF ANSPRÜCHE, VON DENEN DER GLÄUBIGER ZUM ZEITPUNKT DER ERTEILUNG DER FREISTELLUNG NICHT WEIß ODER VERMUTET, DASS SIE ZU SEINEN GUNSTEN BESTEHEN, UND DIE, WENN SIE IHM BEKANNT GEWESEN WÄREN, SEINE ABRECHNUNG MIT DEM SCHULDNER WESENTLICH BEEINFLUSST HÄTTEN".
17. Freistellung
Soweit gesetzlich zulässig, erklären Sie sich damit einverstanden, Camunda von jeglichen Ansprüchen, Haftungen, Schäden, Verlusten und Kosten, einschließlich, ohne Einschränkung, angemessener Anwaltsgebühren und -kosten, freizustellen und schadlos zu halten, die sich aus den folgenden Vorfällen ergeben oder wie auch immer damit verbunden sind: (i) Verletzung oder angebliche Verletzung dieser Vereinbarung durch Sie; (ii) Verletzung von geistigen Eigentumsrechten, Persönlichkeits-, Vertraulichkeits-, Eigentums- oder Datenschutzrechten Dritter durch Sie; oder (iii) falsche Angaben durch Sie. Sie werden auf Camunda‘s Aufforderung bei der Verteidigung gegen jegliche Ansprüche unterstützen. Camunda behält sich das Recht vor, die ausschließliche Verteidigung und Kontrolle über jede Angelegenheit zu übernehmen, hinsichtlich der Ihre Entschädigungsverpflichtung besteht, und Sie werden unter keinen Umständen ohne die vorherige schriftliche Zustimmung von Camunda auf Ansprüche verzichten.
18. Datenschutz
Sie haben einschlägige Vorschriften zum Schutz der Privatsphäre und personenbezogener Daten, einschließlich, jedoch ohne Einschränkung, GDPR und CCPA einzuhalten.
Wenn Sie Camunda über die Academy-Plattform personenbezogene Daten zur Verfügung stellen, einschließlich Vorname, Nachname, E-Mail-Adresse, Telefonnummer(n) und andere Informationen, die individuell identifizierbare Informationen enthalten ("personenbezogene Daten"), gewähren Sie Camunda das Recht und die Lizenz, personenbezogene Daten für den Betrieb und die Verbesserung der Academy-Plattform zu sammeln, zu hosten, zu speichern, zu verarbeiten und anderweitig zu nutzen (wie in dieser Vereinbarung dargelegt). Dies kann die Übermittlung personenbezogener Daten in die Vereinigten Staaten und/oder andere Länder beinhalten, insbesondere da Camunda einen Drittanbieter (Skilljar Inc., PO Box 22296 Seattle, WA, 98122 USA) für die Zwecke des Hostings der Academy-Plattform einsetzt.
19. Export
Die Academy-Plattform unterliegt möglicherweise Exportbeschränkungen und -vorschriften der Vereinigten Staaten, der Europäischen Union, des Vereinigten Königreichs, Singapurs, der Bundesrepublik Deutschland und anderer Länder.
Sie sichern zu und gewährleisten, dass Sie oder mit Ihnen verbundene Unternehmen (i) kein verbotener Rechtsträger („Prohibited Entity“) sind und (ii) weder direkt noch indirekt Maßnahmen ergriffen haben oder ergreifen werden, die zu einem Verstoß gegen Sanktionen führen, auch durch Camunda oder deren verbundene Unternehmen.
Für die Zwecke dieses Abschnitts und soweit auf Sie anwendbar sind "Sanktionen" alle Wirtschafts- oder Finanzsanktionen, branchenspezifische Sanktionen, sekundären Sanktionen oder Handelsembargos, die im Laufe der Zeit von (i) den Vereinigten Staaten verwaltet oder durchgesetzt werden, einschließlich derer, die vom U.S. Department of Treasury's Office of Foreign Assets Control, dem U.S. Department of State oder dem U.S. Department of Commerce oder durch eine bestehende oder künftige Executive Order verwaltet werden; (ii) dem Sicherheitsrat der Vereinten Nationen; (iii) der Europäischen Union; (iv) dem Vereinigten Königreich; oder (v) einer andere für Sie zuständige Regierungsbehörde verwaltet und durchgesetzt werden. "Verbotener Rechtsträger" („Prohibited Entity“) bezeichnet (i) eine (juristische oder natürliche) Person, die zu der Zielgruppe einer Sanktion gehärt, (ii) eine Person, ein Land oder ein Gebiet, das Ziel eines territorialen oder länderbasierten Sanktionsprogramms ist, (iii) ein Rechtsträger mit Sitz in Russland oder (iv) eine Person, die im Eigentum oder unter der Kontrolle einer Person steht, die unter (i), (ii) oder (iii) fällt.
20. Referenz
Sind Sie eine juristische Person, gewähren Sie Camunda hiermit eine übertragbare, unterlizenzierbare, unentgeltliche, nicht-exklusive, räumlich und zeitlich unbeschränkte Lizenz zum Vervielfältigen, Hosten, Speichern, Verbreiten, öffentlich Aufführen, Ausstellen, Einbinden in andere Werke und zur anderweitigen Nutzung Ihrer Marken, Dienstleistungsmarken und Logos in unseren Marketingmaterialien zum Zwecke der Förderung der Academy-Plattform. Sie stimmen zu, dass Camunda Sie öffentlich als Nutzer der Academy-Plattform und der Schulungen erwähnen und Ihren Namen und Ihr Logo auf der Camunda Website und in allen Werbematerialien nennen darf. Sie haben die vorherige Zustimmung von Camunda einzuholen, bevor Sie Camunda‘s Namen, Camunda‘s Logos und Markenzeichen verwenden und bevor Sie Aussagen in Bezug auf Camunda oder die Academy-Plattform in Medien, Pressemitteilungen, Briefings oder Konferenzen machen, mit Ausnahme von Erwähnen Ihrer Rolle als Nutzer der Academy-Plattform und der Schulungen. Sie erklären sich auch damit einverstanden, die Wirksamkeit der Markenrechte von Camunda nicht anzufechten.
Wenn Sie Kunde von Camunda sind, hat die in Ihrem zugrundeliegenden Vertrag mit uns festgelegte Kundenreferenz- und Publizitätsklausel im Falle eines Konflikts Vorrang vor dem vorstehenden Absatz, sofern nicht anderes vereinbart.
21. Laufzeit und Beendigung
Diese Vereinbarung gilt ab dem Tag, an dem Sie auf die Academy-Plattform zugreifen, für die gesamte Dauer der Schulungen und bis zur Kündigung gemäß dieser Vereinbarung.
Jede Partei kann diese Vereinbarung sofort und fristlos kündigen, wenn: (i) die andere Partei wesentliche Bestimmungen dieser Vereinbarung verletzt (z. B. wenn Sie die Gebühren für kostenpflichtige Schulungen nicht zahlen oder gegen Exportbestimmungen verstoßen) und, falls eine solche Verletzung heilbar ist, sie nicht innerhalb von dreißig (30) Tagen nach schriftlicher Mitteilung der jeweils anderen Partei geheilt wurde; oder (ii) Camunda ihr Recht ausübt, die Bedingungen dieser Vereinbarung zu ändern, indem Ihnen die geänderten Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Ungeachtet dessen kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, sofern Sie die Gebühren nicht innerhalb von zehn (10) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda bezahlen. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda kann jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die die Beendigung auf Ihren wesentlichen Verstoß zurückzuführen ist. Die Bedingungen dieser Vereinbarung gelten für die zum Zeitpunkt der Beendigung dieser Vereinbarung laufende Schulung bis zum Abschluss der Schulung weiter.
Wir sind berechtigt, die Vereinbarung sofort und fristlos zu kündigen oder Ihr Recht auf Nutzung und Zugriff auf die Academy-Plattform aufheben, wenn die Bereitstellung der Schulungen als rechtswidrig erachtet wird oder gegen Rechte Dritter verstößt.
22. Fortgeltung
Alle Bestimmungen, die nach ihrem Inhalt über die Erfüllung, Aufhebung oder Beendigung dieser Vereinbarung hinaus gelten sollen, überdauern die Beendigung dieser Vereinbarung (unabhängig davon, ob ausdrücklich vorgesehen).
23. Änderung der Bedingungen; Aktualisierung von Schulungen
Camunda behält sich das Recht vor, die Bedingungen dieser Vereinbarung im Laufe der Zeit mit oder ohne vorherige Ankündigung zu ändern oder zu aktualisieren. Änderungen treten unmittelbar nach ihrer Veröffentlichung unter camunda.com/legal/terms/camunda-academy-terms/ in Kraft. Die Fortsetzung der Nutzung der Academy-Plattform nach Veröffentlichung der Änderungen durch Sie impliziert eine Annahme der Änderungen.
Camunda kann Aktualisierungen der Academy-Plattform oder der Schulungen (und Schulungsinhalte) anbieten. Solche Aktualisierungen werden automatisch und ohne gesonderte Benachrichtigung durchgeführt.
24. Anwendbares Recht und Gerichtsstand
Ihr Standort bestimmt (a) welche Camunda-Einheit diese Vereinbarung mit Ihnen eingeht, (b) welches Recht bei Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, Anwendung findet, und (c) welche Gerichte für solche Streitigkeiten oder Gerichtsverfahren zuständig sind (der "Gerichtsstand"), und zwar wie in der nachfolgenden Tabelle aufgeführt.
Die Parteien erkennen hiermit die ausschließliche Zuständigkeit der unten als zuständig bezeichneten Gerichte an.
Ihr Standort
Camunda als Vertragspartei
Anwendbares Recht
Gerichtsstand
Die Vereinigten Staaten von Amerika, Kanada und Mexiko
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
Gesetze des Bundesstaates Delaware und geltendes Bundesrecht der Vereinigten Staaten
Delaware
Deutschland, Österreich, Schweiz
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Deutsches Recht unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
Berlin, Deutschland
Vereinigtes Königreich und Commonwealth (ohne Kanada)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, Vereinigtes Königreich, SL7 1PB
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
Jedes andere Land
Camunda Services GmbH
Zossener Straße 55-58, 10961 Berlin, Deutschland
Recht von England und Wales, unter Ausschluss des UN-Kaufrechts und des Kollisionsrechts
England und Wales
25. Lokale Bestimmungen
Die folgenden abweichenden Bestimmungen gelten für Sie nur, wenn sich Ihr Standort in dem jeweils angegebenen geographischen Bereich befindet:
Vereinigte Staaten von Amerika, Kanada und Mexiko
Soweit Ihr Standort in den Vereinigten Staaten von Amerika, Kanada und Mexiko liegt, gelten für Sie gem. Ziff. 25 (Lokale Bestimmungen) der Vereinbarung die zwei nachfolgenden zusätzlichen Absätze:
26. Aktivitäten mit hohem Risiko
Die Academy Plattform ist nicht für die Verwendung oder den Weiterverkauf als Online-Kontrollgerät in gefährlichen Umgebungen konzipiert, hergestellt oder bestimmt, die eine ausfallsichere Leistung erfordern, wie z. B. beim Betrieb von Nuklearanlagen, der Flugsicherung oder von Maschinen zur direkten Lebenserhaltung, bei denen der Ausfall der Academy-Plattform unmittelbar zu Tod, Personenschäden oder schweren Sach- oder Umweltschäden führen könnte ("Hochrisikoaktivitäten"). Dementsprechend lehnt Camunda ausdrücklich jegliche ausdrückliche oder stillschweigende Gewährleistung der Eignung für Hochrisikoaktivitäten ab.
27. U.S. Regierung
Die Academynplattform und gegebenenfalls die zugehörige Dokumentation sind "kommerzielle Gegenstände" gemäß der Definition in 48 C.F.R. §2.101, bestehend aus "kommerzieller Computersoftware" und "kommerzieller Computersoftware-Dokumentation“ nach Maßgabe von 48 C.F.R. §12.212 bzw. 48 C.F.R. §227.2702-4. In Übereinstimmung mit 48 C.F.R. §12.212 bzw. 48 C.F.R. §§227.2702-1 bis 227.7202-4 werden die kommerzielle Computersoftware und die kommerzielle Computersoftware-Dokumentation (falls zutreffend) an Endnutzer der US-Regierung (a) nur als kommerzielle Gegenstände und (b) nur mit den Rechten lizenziert, die allen anderen Endnutzern gemäß den in dieser Vereinbarung und allen anwendbaren Lizenzvereinbarungen für die Academy-Plattform dargelegten Bedingungen gewährt werden.
Wenn Sie Ihren Wohnsitz in Kalifornien haben, können Sie gemäß California Civil Code Section 1789.3 Beschwerden an die Complaint Assistance Unit der Division of Consumer Affairs des California Department of Consumer Affairs richten, indem Sie sich schriftlich an folgende Adresse wenden: 1625 North Market Blvd, Suite N112, Sacramento, CA 95834, oder per Telefon unter (800) 952-5210.
Deutschland, Österreich und Schweiz
a) Befindet sich Ihr Standort in Deutschland, Österreich oder in der Schweiz, gilt zusätzlich zum zweiten Absatz von Ziff. 21 (Laufzeit und Beendigung) Folgendes:
Jede Partei kann diese Vereinbarung jederzeit ohne Angabe von Gründen unter Einhaltung einer Frist von mindestens dreißig (30) Tagen schriftlich kündigen.
b) Nehmen Sie Schulungen als Verbraucher in Anspruch, gelten zusätzlich zu Ziff. 8 (Stornierung von Ausbildergeleiteten Schulungen und Sitzungen) die folgenden Absätze:
Widerrufsrecht für Verbraucher. Sie haben das Recht, binnen 14 Tagen ohne Angabe von Gründen vom Schulungsvertrag zurückzutreten. Die Widerrufsfrist endet 14 Tage nach Erhalt der Anmeldebestätigung, mit der der Schulungsvertrag als abgeschlossen gilt ("Widerrufsfrist"). Um Ihr Widerrufsrecht auszuüben, müssen Sie uns Ihren Entschluss, den Schulungsvertrag zu widerrufen, mittels einer eindeutigen Erklärung per Post an Camunda Services GmbH, Zossener Straße 55-58, 10961 Berlin, Deutschland oder per E-Mail an academy@camunda.com mitteilen. Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs vom Schulungsvertrag durch Verbraucher. Wenn Sie den Schulungsvertrag widerrufen, erhalten Sie die Gebühren für die jeweilige Schulung vollständig zurück. Ihr Widerrufsrecht erlischt vorzeitig, wenn der Schulungsvertrag auf Ihren ausdrücklichen Wunsch vollständig erfüllt ist, bevor Sie Ihr Widerrufsrecht ausgeübt haben.
c) Für alle Studenten:
c.1) Zusätzlich zu Ziff. 11 (Vertraulichkeit) dieser Vereinbarung gilt Folgendes:
Als vertrauliche Informationen gelten insbesondere: Geschäftsgeheimnisse, Produkte, Herstellungsverfahren, Know-how, Erfindungen, Geschäftsbeziehungen, Geschäftsstrategien, Geschäftspläne, Finanzplanungen, Personalangelegenheiten, digital verkörperte Informationen (Daten), alle Unterlagen und Informationen der offenlegenden Partei, die technischen und organisatorischen Geheimhaltungsmaßnahmen unterliegen und die als vertraulich gekennzeichnet sind oder nach der Art der Information oder den Umständen der Übermittlung als vertraulich anzusehen sind. Unbeschadet der ihr nach dem Geschäftsgeheimnisgesetz zustehenden Rechte stehen der offenlegenden Partei alle Eigentums-, Nutzungs- und Verwertungsrechte an den vertraulichen Informationen zu, soweit in diesem Vertrag nichts anderes bestimmt ist. Der empfangenden Partei ist bekannt, dass die oben beschriebenen vertraulichen Informationen bisher weder in ihrer Gesamtheit noch in ihren Einzelheiten allgemein bekannt oder leicht zugänglich waren und daher von wirtschaftlichem Wert sind und von der offenlegenden Partei durch angemessene Geheimhaltungsmaßnahmen geschützt werden. Erfüllt eine vertrauliche Information im Sinne dieses Abschnitts nicht die Voraussetzungen eines Geschäftsgeheimnisses im Sinne des deutschen Geschäftsgeheimnisgesetzes, so unterliegt diese Information dennoch den Verpflichtungen dieses Abschnitts.
c.2) Ziff. 11, Abs. 4 (Vertraulichkeit) wird um das Folgende ergänzt:
Die empfangende Partei hat darüber hinaus bei der Offenlegung gegebenenfalls darauf hinzuweisen, dass es sich um Geschäftsgeheimnisse handelt, und dafür Sorge zu tragen, dass die Vorschriften der §§ 16 ff. des Geschäftsgeheimnisgesetzes gewahrt werden.
c.3) Ziff. 11, Abs. 5, letzter Satz (Vertraulichkeit) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Die empfangende Partei wird es unterlassen, Vertrauliche Informationen außerhalb ihrer Zweckbestimmung in irgendeiner Weise zu verwerten oder nachzuahmen (insbesondere durch Reverse Engineering) oder durch Dritte verwerten oder nachahmen zu lassen und insbesondere keine Schutzrechte - insbesondere Marken, Geschmacksmuster, Patente oder Gebrauchsmuster - an den Vertraulichen Informationen anzumelden.
c.4) Ziff. 15 (Garantie- und Haftungsausschluss) dieser Vereinbarung wird für nicht anwendbar erklärt.
c.5) Ziff. 16 (Haftungsbeschränkung) dieser Vereinbarung wird vollständig durch den folgenden Abschnitt ersetzt:
Camunda haftet unbeschränkt für alle von Camunda und ihren gesetzlichen Vertretern oder Erfüllungsgehilfen verursachten Schäden in Fällen des Vorsatzes oder der groben Fahrlässigkeit, für die Nichteinhaltung ausdrücklicher Beschaffenheitsgarantien und für Schäden aus der Verletzung des Lebens, des Körpers oder der Gesundheit sowie nach den Vorschriften des Produkthaftungsgesetzes (ProdHftG). Bei leicht fahrlässiger Verletzung von Kardinalpflichten ist die Haftung von Camunda auf den Ersatz des vorhersehbaren, typischerweise eintretenden Schadens beschränkt. Kardinalpflichten sind solche Grundpflichten, die das Wesen des Vertrages ausmachen, die für den Abschluss des Vertrages maßgeblich waren und auf deren Erfüllung die Parteien vertrauen dürfen. Im Übrigen ist die Haftung von Camunda für leicht fahrlässige Verletzungen vertraglicher Nebenpflichten ausgeschlossen. Eine weitergehende Haftung - gleich aus welchem Rechtsgrund - von Camunda und deren Erfüllungsgehilfen ist ausgeschlossen. Eine verschuldensunabhängige Haftung von Camunda für Mängel aufgrund vorbestehender Mängel an der Academy-Plattform ist ausgeschlossen.
Ist der Schaden auf einen Datenverlust zurückzuführen, so haftet Camunda nur insoweit, als der Schaden auch dann entstanden wäre, wenn eine Sicherung aller relevanten Daten vorgenommen hätte.
c.6) Der zweite Satz des zweiten Absatzes von Ziff. 21 (Laufzeit und Kündigung) dieser Vereinbarung wird durch folgenden Wortlaut ersetzt
Ungeachtet des Vorstehenden kann Camunda diese Vereinbarung bei Nichtzahlung fälliger Gebühren durch Sie kündigen, es sei denn, Sie begleichen den Betrag innerhalb von sechzig (60) Tagen nach Erhalt der schriftlichen Zahlungsaufforderung von Camunda in voller Höhe.
c.7) Abweichend von § 24 (Anwendbares Recht und Gerichtsstand) wird der Gerichtsstand nur mit Kaufleuten im Sinne des Handelsgesetzbuches, öffentlich-rechtlichen Sondervermögen und juristischen Personen des öffentlichen Rechts vereinbart.
Vereinigtes Königreich und Commonwealth und jede andere Region als die Vereinigten Staaten von Amerika, Kanada, Mexiko, Deutschland, Österreich oder die Schweiz
a) Für Studenten, die als Verbraucher handeln:
Sie gelten als Verbraucher, wenn Sie eine natürliche Person sind, und wenn Sie bei uns Produkte ganz oder überwiegend für Ihren persönlichen Gebrauch und nicht in Verbindung mit Ihrem Handel, Geschäft, Handwerk oder Beruf erwerben.
Wenn Sie Verbraucher sind, gelten die in den Abschnitten a.1), a.2) und a.3) aufgeführten Änderungen und Ergänzungen für kostenpflichtige Schulungen im Rahmen dieser Vereinbarung. Wenn Sie Verbraucher sind, gilt die in Abschnitt a.4) beschriebene Änderung in jedem Fall.
a.1) Die folgenden zwei Absätze werden Ziff. 8 (Stornierung von Ausbilderschulungen und Sitzungen) angefügt:
Wenn Sie Verbraucher sind und uns innerhalb von 14 Tagen nach Erhalt der Anmeldebestätigung kontaktieren (die "Widerrufsfrist"), haben Sie bei entgeltlichen Schulungsverträgen ein gesetzliches Widerrufsrecht. Sie können dieses Recht ausüben, indem Sie sich mit uns in Verbindung setzen, z. B. per E-Mail an academy@camunda.com oder indem Sie das Muster-Widerrufsformular ausfüllen. Wenn Sie widerrufen, bevor wir mit der Durchführung der Schulung beginnen, erhalten Sie eine vollständige Rückerstattung für die entsprechende Schulung. Wenn Sie nach Ablauf der Stornierungsfrist stornieren, wird keine Rückerstattung gewährt.
Wenn Sie ausdrücklich verlangt haben, dass wir innerhalb der Widerrufsfrist mit der Schulung beginnen, und Sie widerrufen, nachdem wir mit der Schulung begonnen haben, müssen Sie uns für die bis zum Zeitpunkt Ihrem Widerruf erbrachte Schulung bezahlen. Sobald wir die Schulung abgeschlossen haben, können Sie Ihre Meinung nicht mehr ändern, auch wenn die Widerrufsfrist noch läuft.
a.2) Ziff. 15 (Garantie- und Haftungsausschluss) wird um den folgenden Absatz ergänzt:
Wenn Sie eine Ausbildergeleitete Schulung oder eine Sitzung buchen und wir die entsprechende Schulung nicht mit angemessener Sachkenntnis und Sorgfalt durchführen, können Sie von uns verlangen, die Schulung zu wiederholen oder eine anteilige Rückerstattung der für die Schulung gezahlten Gebühr verlangen.
a.3) Ziff. 16 (Haftungsbeschränkung) wird um die folgenden drei Absätze ergänzt:
WENN SIE EIN VERBRAUCHER SIND UND WIR DIESE VEREINBARUNG IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN NICHT EINHALTEN, SIND WIR FÜR VERLUSTE ODER SCHÄDEN VERANTWORTLICH, DIE SIE ERLEIDEN UND DIE EINE VORHERSEHBARE FOLGE UNSERER VERTRAGSVERLETZUNG ODER UNSERER FAHRLÄSSIGKEIT SIND. WIR HAFTEN JEDOCH FÜR NICHT VORHERSEHBARE VERLUSTE ODER SCHÄDEN. EIN VERLUST ODER SCHADEN IST VORHERSEHBAR, WENN ES ENTWEDER OFFENSICHTLICH IST, DASS ER EINTRETEN WIRD, ODER WENN SOWOHL WIR ALS AUCH SIE ZUM ZEITPUNKT DES VERTRAGSABSCHLUSSES WUSSTEN, DASS ER EINTRETEN KÖNNTE.
WENN SIE VERBRAUCHER SIND, IST UNSERE HAFTUNG IHNEN GEGENÜBER IN BEZUG AUF BEZAHLTE SCHULUNGEN WEDER AUSGESCHLOSSEN NOCH BESCHRÄNKT, SOFERN DIES GESETZLICH UNZULÄSSIG WÄRE. DIES BETRIFFT DIE HAFTUNG FÜR DIE VERLETZUNG IHRER ANSPRÜCHE IN BEZUG AUF KOSTENPFLICHTIGE SCHULUNGEN, EINSCHLIESSLICH DES RECHTS, SCHULUNGEN ZU ERHALTEN, DIE: WIE BESCHRIEBEN UND MIT DEN VON UNS GEMACHTEN ANGABEN, SOWIE MIT ALLEN VON IHNEN IN AUGENSCHEIN GENOMMENEN ODER GEPRÜFTEN MUSTERN ÜBEREINSTIMMEN; VON ZUFRIEDENSTELLENDER QUALITÄT SIND; FÜR JEDEN UNS BEKANNTEN BESONDEREN ZWECK GEEIGNET SIND; MIT ANGEMESSENER SACHKENNTNIS UND SORGFALT GELIEFERT WURDEN; UND FÜR FEHLERHAFTE PRODUKTE GEMÄSS DEM VERBRAUCHERSCHUTZGESETZ VON 1987.
WIR HAFTEN NICHT FÜR GESCHÄFTSVERLUSTE. WENN SIE VERBRAUCHER SIND, STELLEN WIR IHNEN KOSTENPFLICHTIGE SCHULUNGEN NUR FÜR DEN PRIVATEN GEBRAUCH ZUR VERFÜGUNG. WENN SIE AUF KOSTENLOSE SCHULUNGEN ZUGREIFEN ODER KOSTENPFLICHTIGE SCHULUNGEN FÜR GEWERBLICHE, GESCHÄFTLICHE ODER MIT ABSICHT DES WEITERVERKAUFS NUTZEN, HAFTEN WIR IHNEN GEGENÜBER NUR BESCHRÄNKT WIE IN ZIFF. 16 (HAFTUNGSBESCHRÄNKUNG) BESCHRIEBEN, UNTER AUSSCHLUSS DER ZUSÄTZLICHEN ABSÄTZE, DIE IN DIESEM UNTERABSCHNITT A.3 DER LOKALEN BESTIMMUNGEN FÜR DAS VEREINIGTE KÖNIGREICH UND DAS COMMONWEALTH UND JEDE ANDERE REGION ALS DIE VEREINIGTEN STAATEN VON AMERIKA, KANADA, MEXIKO, DEUTSCHLAND, ÖSTERREICH ODER DIE SCHWEIZ VORGESEHEN SIND.
a.4) Wenn Sie Verbraucher sind und im Vereinigten Königreich leben, wird Abschnitt 24 (Anwendbares Recht und Gerichtsstand) dieser Vereinbarung in seiner Gesamtheit durch den folgenden Abschnitt ersetzt:
Dieser Vertrag unterliegt englischem Recht, und Sie können in Bezug auf die Produkte vor englischen Gerichten klagen. Wenn Sie in Schottland wohnen, können Sie in Bezug auf die Produkte entweder vor einem schottischen oder einem englischen Gericht klagen. Wenn Sie in Nordirland wohnen, können Sie in Bezug auf die Produkte entweder vor den nordirischen oder den englischen Gerichten Klage erheben.
b) für alle Kategorien von Studenten gilt:
b.1). Ziff. 16 (Haftungsbeschränkung) wird um folgenden Absatz ergänzt:
NICHTS IN DIESER VEREINBARUNG SCHRÄNKT UNSERE HAFTUNG EIN ODER SCHLIESST SIE AUS FÜR: (A) TODESFÄLLE ODER KÖRPERVERLETZUNGEN, DIE DURCH UNSERE FAHRLÄSSIGKEIT ODER DIE FAHRLÄSSIGKEIT UNSERER ANGESTELLTEN, VERTRETER ODER AUFTRAGSNEHMER VERURSACHT WURDEN; (B) BETRUG ODER ARGLISTIGE FEHLDARSTELLUNG; (C) VERLETZUNG DER BEDINGUNGEN, DIE DURCH ZIFF. 12 DES SALE OF GOODS ACT 1979 ODER ZIFF. 2 DES SUPPLY OF GOODS AND SERVICES ACT 1982 FESTGELEGT WERDEN; ODER (D) SOWEIT EIN HAFTUNGSAUSSCHLUSS ODER EINE HAFTUNGSBESCHRÄNKUNG GESETZLICH UNZULÄSSIG SIND.
b.2) Ziff. 21, Abs. 2 (Laufzeit und Beendigung) dieser Vereinbarung wird durch den folgenden Abschnitt ersetzt:
Jede Vertragspartei kann diese Vereinbarung jederzeit kündigen, wenn (i) die andere Vertragspartei fällige und zahlbare Beträge aus der Vereinbarung nicht zum Fälligkeitsdatum zahlt und diese Beträge nicht innerhalb von 14 Tagen nach dem Datum, an dem die nicht zahlende Vertragspartei eine schriftliche Zahlungsaufforderung erhält, gezahlt werden, (ii) die andere Vertragspartei eine wesentliche Verletzung einer Bedingung dieser Vereinbarung begeht (mit Ausnahme der Nichtzahlung fälliger Beträge) und (falls eine solche Verletzung behebbar ist) diese Verletzung nicht innerhalb einer Frist von 30 Tagen nach einer schriftlichen Aufforderung behebt, (iii) die andere Partei wiederholt gegen eine der Bestimmungen dieser Vereinbarung in einer Weise verstößt, die die Annahme rechtfertigt, dass die Einhaltung der Bestimmungen dieser Vereinbarung nicht beabsichtigt sei, oder (iv) Camunda das Recht ausübt, die Bestimmungen und Bedingungen dieser Vereinbarung zu ändern, indem die geänderten Bestimmungen und Bedingungen unter Hinweis auf das Datum des Inkrafttretens mitgeteilt werden und Sie solche geänderten Bedingungen nicht am oder vor dem Datum des Inkrafttretens akzeptieren. Die Beendigung dieser Vereinbarung hat keine Auswirkungen auf die zum Zeitpunkt der Beendigung laufende Schulung, die von Camunda bis zum Abschluss durchgeführt wird. Camunda darf jedoch die zum Zeitpunkt der Beendigung laufende Schulung durch schriftliche Mitteilung an Sie beenden, wenn die Beendigung auf einen wesentlichen Verstoß durch Sie zurückzuführen ist. Die Bedingungen dieses Vertrages gelten für die zum Zeitpunkt der Beendigung dieses Vertrages laufende Schulung weiter, bis diese abgeschlossen ist.
b.3) Gem. Ziff. 25 (Lokale Bestimmungen) der Vereinbarung werden die nachfolgenden zwei Abschnitte eingefügt:
26. Zustellung der Klage
Die Parteien vereinbaren, dass im Falle einer Klage in Bezug auf außervertragliche Verpflichtungen, Streitigkeiten oder Gerichtsverfahren, die sich aus oder in Verbindung mit dieser Vereinbarung ergeben, ein Klageformular und alle anderen Dokumente in Bezug auf eine solche Klage an die eingetragene Adresse der jeweiligen Partei zugestellt werden, auch wenn diese Adresse außerhalb von England und Wales liegt.
27. Rechte von Dritten
Eine Person, die nicht Vertragspartei dieses Vertrages ist, hat nach dem Contracts (Rights of Third Parties) Act 1999 kein Recht, eine Bestimmung dieses Vertrages durchzusetzen oder davon zu profitieren.
Camunda Starter Terms
Version
Effective July 1st 2026
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Table of Contents
IMPORTANT READ CAREFULLY. THIS CAMUNDA STARTER TERMS (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA STARTER (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for limited use of PI, DI, TU and GU according to the applicable Technical Limits & Fair Usage Policy as defined as part of the Price List.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Starter plan. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Starter software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU and GU. The applicable Technical Limits & Fair Usage Policy is defined as part of the Price List.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Alpha Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Stater Terms (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Alpha Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective August 23rd 2024 to July 1st 2026
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Table of Contents
IMPORTANT READ CAREFULLY. THIS CAMUNDA STARTER TERMS (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA STARTER (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for limited use of PI, DI, TU and GU according to the applicable Technical Limits & Fair Usage Policy as defined as part of the Price List.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Starter plan. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Starter software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU and GU. The applicable Technical Limits & Fair Usage Policy is defined as part of the Price List.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Alpha Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Stater Terms (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try alpha products or services (“Alpha Offerings”) at no additional charge. Alpha Offerings will be clearly designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Alpha Offerings in its sole discretion and agrees that any Alpha Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Alpha Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Alpha Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Alpha Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada and Singapore)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Alpha Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective January 29th 2024 to August 23rd 2024
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Table of Contents
IMPORTANT READ CAREFULLY. THIS CAMUNDA STARTER TERMS (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA STARTER (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for limited use of PI, DI, TU and GU according to the applicable Technical Limits & Fair Usage Policy as defined as part of the Price List.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Starter plan. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Starter software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU and GU. The applicable Technical Limits & Fair Usage Policy is defined as part of the Price List.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Stater Terms (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective October 31st 2023 to January 29th 2024
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IMPORTANT READ CAREFULLY. THIS CAMUNDA STARTER TERMS (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA STARTER (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for limited use of PI, DI, TU and GU according to the applicable Technical Limits & Fair Usage Policy as defined as part of the Price List.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Starter plan. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Starter software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU and GU. The applicable Technical Limits & Fair Usage Policy is defined as part of the Price List.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Stater Terms (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; (v) Singapore; or (vi) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective September 29th 2023 to October 31st 2023
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Table of Contents
IMPORTANT READ CAREFULLY. THIS CAMUNDA STARTER TERMS (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA STARTER (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for limited use of PI, DI, TU and GU according to the applicable Technical Limits & Fair Usage Policy as defined as part of the Price List.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Starter plan. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Starter software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU and GU. The applicable Technical Limits & Fair Usage Policy is defined as part of the Price List.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Stater Terms (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective September 13th 2023 to September 29th 2023
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Table of Contents
IMPORTANT READ CAREFULLY. THIS CAMUNDA STARTER TERMS (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA STARTER (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for limited use of PI, DI, TU and GU according to the applicable Technical Limits & Fair Usage Policy as defined as part of the Price List.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Starter plan. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Starter software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU and GU. The applicable Technical Limits & Fair Usage Policy is defined as part of the Price List.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Stater Terms (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective July 18th 2023 to September 13th 2023
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Table of Contents
IMPORTANT READ CAREFULLY. THIS CAMUNDA PLATFORM 8 SAAS - PROFESSIONAL PLAN (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA PLATFORM SAAS PROFESSIONAL PLAN (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for unlimited (i.e. free execution of) PI, DI, TU and DM.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Platform 8 SaaS. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Platform SaaS Professional software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics means the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU, GU and DM.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Platform SaaS Professional Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
Support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
Make available new Versions of the Software as outlined below; and
Respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective June 13th 2023 to July 18th 2023
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Table of Contents
IMPORTANT READ CAREFULLY. THIS MASTER SERVICES AGREEMENT (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA PLATFORM SAAS PROFESSIONAL EDITION (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for unlimited (i.e. free execution of) PI, DI, TU and DM.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Platform 8 SaaS. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Platform SaaS Professional software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics means the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU, GU and DM.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Platform SaaS Professional Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates, agents (including, without limitation, vicarious agents), contractors and partners (if any). Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate, agent (including, without limitation, to a vicarious agent) or contractor; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective May 16th 2023 to June 13th 2023
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Table of Contents
IMPORTANT READ CAREFULLY. THIS MASTER SERVICES AGREEMENT (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA PLATFORM SAAS PROFESSIONAL EDITION (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for unlimited (i.e. free execution of) PI, DI, TU and DM.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Platform 8 SaaS. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Platform SaaS Professional software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics means the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU, GU and DM.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Platform SaaS Professional Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party prior to the end of the then-current Subscription Term. Customer can terminate the Subscription directly via the Software. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Effective March 29th 2023 to May 16th 2023
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Table of Contents
IMPORTANT READ CAREFULLY. THIS MASTER SERVICES AGREEMENT (THE “AGREEMENT”) SETS OUT THE ENTIRE AGREEMENT WHICH GOVERNS THE RELATIONSHIP BETWEEN YOU (“CUSTOMER”, “YOU”, “YOUR”) AND THE CAMUNDA ENTITY SET FORTH IN SECTION 18.1 (“CAMUNDA”, “WE”, “US”, “OUR”) (INDIVIDUALLY, A “PARTY” AND TOGETHER THE “PARTIES”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA PLATFORM SAAS PROFESSIONAL EDITION (THE “SOFTWARE”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS, AT WHICH POINT YOU WILL NOT BE PERMITTED TO PURCHASE THE SOFTWARE SUBSCRIPTION. DO NOT SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THESE TERMS UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU SELECT THE CHECKBOX MARKING YOUR ACCEPTANCE OF THIS AGREEMENT AND PROCEED TO PURCHASE A SOFTWARE SUBSCRIPTION, WE WILL ASSUME YOU HAVE THE RELEVANT POWER AND CAPACITY TO DO SO, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.
Camunda reserves the right to change the terms and conditions of this Agreement by providing the modified terms and conditions, along with an effective date for modified terms, to an email address registered with the Account. Customer’s acceptance of such modified terms shall be a condition of its continued use of the Account and the Software. Otherwise, Customer agrees that the Agreement between the Parties may only be modified by an addendum signed by the Parties.
1. Definitions
Definitions not otherwise defined in the Agreement or in the Documentation will have the meanings ascribed to them in this Section.
8×5 means that Support and Maintenance Services are available during Business Hours.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party hereof, where “control” means holding of more than fifty percent (50%) of the issued stock or voting rights of an entity.
Alpha Version means a pre-release Version of the Software.
Automation Components means the components Zeebe, Operate, Tasklist, Identity and any other Automation Component as defined in the Documentation.
Availability Service Credit means the percentage of any Total Monthly Fees credited to Customer’s invoice in accordance with Exhibit B.
Business Hour means one hour in the period between Monday to Friday 9am – 5pm (adjusting for daylight savings hours) in the Selected Time Zone.
Cluster means a deployment of Automation Components for the Software.
Components means collectively, the Automation Components and the Process Experience Components.
Core Components means the Automation Component Zeebe as the workflow engine providing Business Process Model and Notation execution capabilities as described in the Documentation.
Critical Errors means Errors that cause a total failure of the Core Components of the Software or make it impossible to use the Core Components of the Software in production. This includes continued Downtime of the Core Components relating to the Software.
Decision Instance (“DI”) means the technical execution of a DMN decision model (e.g., a decision table) in the Camunda Decision Engine. Executions of single models as part of a composed decision model (e.g., in a DRD) will be counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. DI are part of the Usage Metrics.
Development Cluster is a Cluster provided for development purposes and non-production usage only, with Reserved CPU, Reserved GB RAM and Reserved GB Storage, and which allows for unlimited (i.e. free execution of) PI, DI, TU and DM.
Documentation means guidelines, instructions and recommended actions for the Software available at https://docs.camunda.io.
Downtime means the total number of minutes during a calendar month for a given Component during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by Camunda’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
Error means a problem which results from the Software materially failing to perform as set forth in the Documentation which can be classified in either a Critical Error or a Major Error.
Excluded Downtime means any minutes of Downtime resulting in whole or in part from any of the following:
Suspension of Customer’s use of the Software in accordance with this Agreement;
Customer’s use of the Software outside the Hosting Packages;
Customer’s breach of this Agreement or unauthorized actions through Customer’s Account;
Factors outside of Camunda’s reasonable control, including but not limited to any Event of Force Majeure (as defined in this Agreement), Customer’s systemic internet issues, Customer’s inadequate bandwidth, and any other act or omission of any third party services, hardware or software provider;
Customer’s failure to use Camunda-supported clients with acceptable configuration values as defined in the Documentation;
Failure by Customer to take any reasonable remedial action in relation to the Software as recommended by Camunda to prevent Downtime, or otherwise preventing Camunda from doing taking such remedial action;
Customer’s negligence or wilful misconduct, which may include failure to follow agreed-upon procedures;
Any:
scheduled Maintenance Work that takes place upon at least five (5) days’ notice;
ad hoc Maintenance Work carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or
updates to Clusters initiated by Customer; or
Customer’s failure to provide information required by Camunda to provision or run any Cluster.
Fees means the Monthly Base Fee, any Monthly Consumption Fee, fees for any Services and all fees for any upgrades to Usage Metrics or Hosting Packages.
General User (“GU”) means any user who is part of the organization. In order to access any of the Camunda Web Applications (e.g. Modeler, Operate, Tasklist, Optimize), a user must be part of the organization on Camunda Platform 8 SaaS. A separate metric is required for users to complete user tasks under the BPMN notation as part of a process model (See “Task User”). GU are part of the Usage Metrics.
Hosting Packages means the metrics that determine the Fees for a Subscription based on the amount of Reserved CPU Cores, Reserved GB RAM and Reserved GB Storage reserved by Customer.
Maintenance Work means the development and adaptation of the Software by Camunda in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.
Major Errors means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes continued Downtime of all Components (excluding Core Components) relating to the Software.
Major Release means the publication of a new Version of the Software which increases the Version number by 1.0, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 2.0 would be a Major Release compared to Version 1.0. Any such Major Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Major Release generally contains features and bug fixes. A Major Release may contain incompatible API changes.
Malware means any computer code or other computer instructions, devices or techniques (including without limitation those known as Trojans or time bombs) that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system.
Minimum Term means the minimum period of time for which the Subscription is valid. The Minimum Term is one month, and the Subscription will commence on the Start Date.
Minor Release means the publication of a new Version of the Software which increases the Version number by 0.1, as such new Version(s) are provided by Camunda at its discretion to its customers generally. For example, Version 1.1 would be a Minor Release compared to Version 1.0. Any such Minor Release is provided by Camunda upon the terms and conditions as set forth in this Agreement. A Minor Release generally contains functions and bug fixes. Minor Releases may add backwards compatible functionalities.
Monthly Base Fee means the monthly base fee specified in the Price List.
Monthly Consumption Fee means any fees incurred by Customer for its use, in any calendar month, of Usage Metrics or Hosting Packages in excess of the monthly Usage Metrics or Hosting Packages included in the Monthly Base Fee, calculated in accordance with Section 3 and the Price List.
Monthly Uptime Percentage means, for any Component, the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month. Any Component within a Cluster which is provisioned and running for only part of a calendar month is deemed to be 100% available during the portion of the month in which that Cluster was not provisioned and running.
Named Support Contact means those Customer-designated employees who have the right to contact Camunda via the applicable reporting method and who act as the primary interface between Customer and Camunda technical support. The number of eligible Named Support Contacts is specified in the Price List. Customer will indicate to Camunda those individuals who will serve as Customer’s Named Support Contacts, and Customer will provide to Camunda the name and email address of all Named Support Contacts. Camunda will have no obligation to address Support and Maintenance Services inquiries from anyone other than Customer’s Named Support Contacts. By providing written notice and appropriate contact information, Customer may change each Named Support Contact once per year for no additional fee. Despite the foregoing limitation, Customer may, upon a material change for the Named Support Contact (for example, leaving Customer or being reassigned to an unaffiliated division) transfer Named Support Contacts by submitting a support ticket.
Patch Release means the publication of a new Version of the Software which increases the Version number by 0.0.1, as such new Version(s) are provided by Camunda at its discretion to its Customers generally. For example, Version 1.1.1 would be a Patch Release compared to Version 1.1. Any such Patch Release is provided by Camunda upon the same terms and conditions as set forth in this Agreement. In Patch Releases, the latest bug fixes are ported back. Patch Releases do not contain any new features.
Personal Data means any information that relates to an identified or identifiable living individual. Only if California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq (CCPA) is applicable, Personal Data includes personal information as defined in the CCPA.
Price List means the list set out at https://camunda.com/pricing.
Process Experience Components means the Components Modeler (Web), Connectors, Optimize, Console and any other Process Experience Component as defined in the Documentation.
Process Instance (“PI”) means the technical execution of a BPMN process definition in the Zeebe Engine, independent of current status (pending or completed). Additional process instances that are invoked via call activities are not counted separately. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. PI are part of the Usage Metrics.
Renewal Term means each successive one (1) month term after the Minimum Term.
Reserved CPU Cores means the number of CPU cores purchased by Customer.
Reserved GB RAM means the gigabytes of RAM purchased by Customer.
Reserved GB Storage means the gigabytes of storage purchased by Customer.
Response Time means the time from the receipt of an incident or Support Request notification to the provision of an initial response by Camunda.
Selected Time Zone means the time zone UTC +01:00 – Central European Standard Time (Berlin/Amsterdam/Paris/Madrid/Rome).
Service Data means any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription. All Service Data processed under the terms of this Agreement will remain the property of Customer.
Services mean any Support and Maintenance Services which are provided with the Subscription, if applicable.
SLA means the service level agreement relating to Support and Maintenance Services as provided for in Section 5 of Exhibit A.
Software means the Camunda Platform SaaS Professional software which is made available pursuant to this Agreement.
Stable means, in relation to a Cluster, that the Cluster uses a Version of the Software which is not an Alpha Version.
Start Date means the commencement date of the Subscription, which is the date on which Customer accepts this Agreement.
Subscription means Customer´s right, for a fixed period of time, to use the Software and receive Services, always subject to strict compliance with the terms of this Agreement.
Support and Maintenance Services means those services specified in Exhibit A.
Support Request means any question or request from Customer in the ticketing system that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimises impact to Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.
Task User (“TU”) means a distinct string that has been assigned to a user task in the Camunda history. Each string will be counted once, i.e. if the same user has been assigned to more than one task during the Subscription Term, this will be only counted once. The count includes technical executions in both productive and non-productive environments, except for technical executions in Development Clusters. TU are part of the Usage Metrics.
Subscription Term means the period of time for which the Subscription is valid.
Third Party means any legal or natural person who is not a Party to this Agreement and who is not an Affiliate of any of the Parties.
Total Monthly Fee means the amount equal to the Monthly Base Fee plus any Monthly Consumption Fee accrued in the relevant calendar month.
Usage Metrics means the metrics that determines the fee for the Subscription, based on the amount of usage. The Usage Metrics are organized in tiers and cover PI, DI, TU, GU and DM.
Version means a Patch Release, Minor Release or Major Release of the Software.
2. Subject Matter
This Agreement sets forth the rights and obligations of the Parties with respect to the Subscription to the Software and the Services. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of the Subscription, it will do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
3. Subscription
Customer agrees to pay a Monthly Consumption Fee for any Usage Metrics which it uses or Hosting Packages which it reserves in addition to those included in the Monthly Base Fee. Camunda will calculate the Monthly Consumption Fee at the end of each calendar month. The Monthly Consumption Fee for any excess Hosting Packages will be pro-rated based on the number of days in the relevant calendar month for which the Hosting Packages were reserved.
4. Registration, right to use the Software and Beta Offerings
4.1. In order to access and use the Software and the Services, Customer must register for a Camunda Platform SaaS Professional Account (the “Account”). By creating the Account, Customer acknowledges that it is responsible for maintaining the security of this Account (including, but not limited to, login credentials and security keys) and for all activities that occur under this Account. The Customer will not misuse or share his login credentials and security keys, misrepresent Customer’s identity or affiliation with an entity or impersonate any person or entity. Customer agrees to immediately notify Camunda of any unauthorized use of the Account, or any other breaches of security of which Customer becomes aware. Camunda will have no liability for any acts or omissions on Customer’s or any Third Party’s part, including any damages of any kind incurred as a result of such acts or omissions. Subject to Section 17.4, any notifications regarding the Software or the Services will be sent to the email address registered with this Account.
4.2. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software within the License Scope, the Usage Metrics and the Hosting Packages.
4.3. From time to time, Camunda may invite Customer to try beta products or services (“Beta Offerings”) at no additional charge. Beta Offerings will be clearly designated as beta, limited release, developer preview, non-production, evaluation, or a similar description. Customer may accept or decline any such Beta Offerings in its sole discretion and agrees that any Beta Offerings are for evaluation purposes and not for production use, are not supported by any Services, and may be subject to additional terms. Camunda may discontinue Beta Offerings at any time in its sole discretion and may or may not make them generally available. Clusters containing Beta Offerings cannot be updated to newer Versions: accordingly, Customer will need to delete such Clusters and replace them with a new Cluster to receive subsequent Versions of the Software. Camunda will have no liability (including under any indemnities in this Agreement) for any harm or damage arising out of or in connection with a Beta Offering, which is provided “as is”, exclusive of any warranty whatsoever.
5. Restrictions
5.1. Customer shall not: (i) execute or attempt to execute any Malware in the Software or use or attempt to use the Software to transmit Malware; (ii) use the Software if Customer qualifies as a consumer under the applicable laws; (iii) use the Software to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iv) use the Software, including any Components within any Clusters, for any purpose other than as specifically authorized herein; (v) use the Software to compete against Camunda or to build a competitive product or service; (vi) use the Software for purposes of monitoring performance or functionality (for example via penetration testing) other than for the purposes of measuring Downtime, or for any other benchmarking or competitive purposes including, without limitation, for the purpose of designing and/or developing any competitive services; (vii) except as expressly permitted herein, provide access to the Software by making Customer’s Account available to any third party; (viii) sell, resell, rent, lease, lend, offer, commercially exploit any time sharing arrangement, service bureau or any service based upon the Software; (ix) interfere with or disrupt the integrity, security or performance of the Software or Third Party data contained therein; (x) attempt to gain unauthorized access to the Software or any associated systems or networks; (xi) modify, make derivative works of, disassemble, decompile or reverse engineer the Software or any component thereof; or (xii) perform or attempt to perform any actions that would prevent use of the Software by Camunda’s other licensees, users or customers.
5.2. If Camunda believes, in its sole discretion, that Customer has violated or attempted to violate this Agreement, or the use of the Software by Customer presents a material security risk, Camunda may suspend Customer’s use of the Software until the violation or security risk has been corrected. Camunda will use reasonable efforts to provide Customer with advance written notice prior to implementing such suspension.
5.3. Customer will indemnify Camunda from and against all and any losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses (including court costs and reasonable attorneys’ fees up to any applicable statutory cap) arising out of or relating to claims brought against Camunda by Third Parties which (i) are based on a violation of this Agreement by Customer or (ii) relate to or arise from disputes involving Customer and relate to use of the Software to the extent such any losses, liabilities, damages are not caused by Camunda’s breach of this Agreement.
6. Services
6.1. During the Subscription Term, and subject to Customer’s compliance with this Agreement, Camunda will provide Customer with Support and Maintenance Services for the Software according to Exhibit A. Support and Maintenance Services will be delivered to Customer through the Internet, and when applicable, depending on the purchased SLA, via telephone.
6.2. The Support and Maintenance Services are provided to Customer only according to the SLA.
6.3. Process Experience Components are under constant development. Since Customer solely accesses these Components without selecting a corresponding version, the current version of the Component is always used. Therefore, Section 2. “New Versions” of Exhibit A “Support and Maintenance Services” is not applicable for Process Experience Components.
7. Availability and Maintenance Work
7.1. Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage for Components as set out in Exhibit B. Any Errors affecting Monthly Uptime Percentage must be reported to Camunda as soon as reasonably practicable via the agreed-upon reporting method.
7.2. Camunda will use reasonable efforts to provide advance notice of any Maintenance Work, and will use reasonable efforts to carry out any non-emergency Maintenance Work leading to an interruption of technical usability outside business hours. However, Camunda is entitled to carry out ad hoc Maintenance Work to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical Patches or hotfixes. Customer agrees that Camunda may access Customer’s Clusters in order to carry out Maintenance Work.
8. Technical Requirements
Customer has and will retain sole responsibility for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) networks and internet services, whether operated directly by Customer or through the use of Third Party services, required to access and use or receive the Software and the Services.
9. Intellectual Property Rights
Except for the limited rights expressly granted in Section 4.2 of this Agreement, nothing in this Agreement transfers from Camunda to Customer any intellectual property rights, and all right, title and interest in and to any components of the Software and Services will remain (as between the parties) solely with Camunda. “Camunda”, the Camunda logos, and all other trademarks, service marks, graphics and logos used in connection with any use of the Software and Services are trademarks or registered trademarks of Camunda.
10. Term and Termination
10.1. After the Minimum Term, the Subscription will automatically renew for successive Renewal Terms unless terminated by either Party by providing written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. During the Subscription Term, this Agreement can only be terminated extraordinarily for good cause or as explicitly provided in this Agreement, in particular in Section 10.2.
10.2. Either Party may terminate this Agreement and the Subscription at any time (i) if the other Party materially breaches this Agreement (including if Customer fails to pay the Fees or has violated the use restrictions for the Software or any export regulations) and, if such breach is curable, it has not been cured within thirty (30) days after the non-breaching Party has sent written notice thereof; (ii) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; or (iii) subject to any applicable law, if the other Party is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees unless Customer pays such Fees in full within ten (10) days after receipt of Camunda’s written notice of non-payment. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription which is in force on the termination date of this Agreement until such time as the Subscription terminates.
10.3. On expiration or termination of the Subscription for any reason and subject to any express provisions set out elsewhere in this Agreement:
Customer will cease usage of (and will no longer have rights to access or use) the Software, the Account and the Services;
all earned but unpaid and undisputed Fees and other sums payable by Customer to Camunda will immediately become due and payable; and
any Personal Data provided by Customer through the Software will be treated by Camunda in accordance with the relevant personal data protection policies and the data processing agreement introduced by Camunda and applicable data protection law.
10.4. Any and all provisions that, by their content, are intended to apply beyond the performance, non-renewal or termination or expiration of this Agreement, including all associated definitions and all accrued rights to payment will survive any termination hereunder (whether or not so expressly stated).
11. Fees and payment
11.1. Customer will pay the Monthly Base Fee in advance and will pay any Monthly Consumption Fee monthly in arrears. Customer will make payments via credit card and agrees to pay (i) the Monthly Base Fee on the Start Date and on each following month thereof unless the Subscription is terminated in accordance with this Agreement and (ii) any Monthly Consumption Fee via direct debit on the date on which such amount is billed by Camunda to Customer’s credit card (each applicable date, the “Payment Due Date”). Any amounts which are more than thirty (30) days overdue will bear a late payment fee of the lower of one-point five percent (1.5%) per month or the maximum rate allowed by law, accruing from and including the Payment Due Date to and excluding the date of actual payment. Any late payment fee accruing under this Section will be immediately due and payable by Customer. Customer shall pay all Fees in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
11.2. The Monthly Base Fee and the fee for any additional Hosting Packages are based on the Subscription purchased and reservations made, and not on actual usage. The Monthly Consumption Fee for additional Usage Metrics is based on actual usage. In addition, payment obligations are non-cancelable, and except as otherwise expressly provided for in this Agreement, Fees paid are non-refundable.
11.3. All Fees are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any applicable taxes including, but not limited to, withholding taxes, will be paid by Customer, or Customer will present an exemption certificate acceptable to the taxing authorities. Customer will not be liable for taxes imposed on Camunda based on Camunda’s income.
11.4. Camunda reserves the right to change its Fees, the Software, the Services and the Subscription model available under this Agreement. Any changes to Fees or the Subscription model which Camunda makes will not apply to Customer with respect to any fully paid Subscription Term: any such changes will become effective as of the next Renewal Term, subject to a prior written notice by Camunda.
11.5. The Parties agree that Customer may pay Fees through a Third Party (“Paying Agent”) provided that Customer specifies Customer as the “ship to” party and the Paying Agent as the “bill to” party in the sign-up process. Additionally, the Paying Agent and Customer will enter into a separate agreement setting forth the fees to be paid by Customer to the Paying Agent for the Subscription, as well as any other terms or conditions that apply between them. Customer acknowledges that Camunda will not be responsible for the obligations of any Paying Agent to Customer under such separate agreement, for the acts or omissions of the Paying Agent, or for any products or services furnished to Customer by the Paying Agent. Camunda agrees that, subject to receiving payment from the Paying Agent, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for the Subscription of the Software and the Services.
12. Data Protection and Telemetry Data
12.1. Both Parties will comply with the European data protection laws, including but not limited to the GDPR. Unless otherwise agreed to in writing, and except for limited information required when setting up user or administrator accounts (e.g. name, email address), neither Party shall or is required to provide any other Personal Data of their employees or customers that will be processed on behalf of the other Party which is or may be subject to regulation under national or international privacy rules and regulations. If Customer nevertheless transmits or shares or intends to transmit or share any other Personal Data of its employees or end customers, it shall notify Camunda in advance so that the Parties can sign a separate data processing agreement (“DPA”). The DPA to be entered into by the Parties is available here and sets out the terms and conditions for the processing of Personal Data by Camunda on behalf of the Customer available here. In any event, Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such Personal Data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
12.2. For the purpose of this section Telemetry Data means all information and data of Customer collected in connection with Customer’s access and use of the Software, including but not limited to information about browsers, implemented clients, and related pages accessed by users, API calls and the Version of the Software. It may contain Personal Data such as hashed IP addresses, email addresses and identifiers, including cookies, but is generally technical, aggregated or pseudonymized. Customer acknowledges that certain features used in connection with the Software are configured to collect and report Telemetry Data to Camunda to improve the user experience, to track usage of the Software, to ensure the security, stability and functionality of the Software and provide support to Customer, such as guidance that will help optimize usage. Camunda will use Telemetry Data subject to applicable law and Camunda’s Privacy Policy, which is available here. Customer hereby consents and grants Camunda a worldwide right to collect, host, copy, use, execute, transmit and display Telemetry Data, Customer applications and any Third Party products, as necessary to provide and improve the access to and use of the Software and the Services by the Customer. Camunda will not acquire any right, title or interest from Customer in or to any information processed or transmitted by or on behalf of Customer in the Software or in connection with performance of the Services during the Subscription or to Third Party products.
13. Confidentiality
13.1. “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documentation or other evidence in the Receiving Party’s possession.
13.2. Except to the extent authorized in writing by the Disclosing Party (including in this Agreement), the Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party to any third party other than Affiliates. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information and shall ensure that its employees who have access to Confidential Information of the other Party are subject to obligations of confidentiality and non-disclosure at least as stringent as those found herein. For the avoidance of doubt, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitute trade secrets under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party.
13.3. The Receiving Party or any of its representatives shall be permitted to disclose Confidential Information if and to the extent they are required to do so by applicable law. If the Receiving Party or any of its Affiliates or representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
13.4. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the Disclosing Party’s remedies at law for a breach by the Receiving Party of its obligations under this Section may be inadequate and that the Disclosing Party is entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).
13.5. Upon expiration or termination of this Agreement for any reason, the Receiving Party will return or destroy all copies of all Confidential Information of the Disclosing Party in its possession or under its control upon request of the Disclosing Party, provided that the Receiving Party is not required to return or destroy any Confidential Information if and to the extent that (i) it is required to retain such Confidential Information by law, regulation or court order, or (ii) such Confidential Information is automatically retained as part of a computer back-up, recovery or similar archival or disaster recovery system in accordance with internal record-keeping policies. Any Confidential Information which is not returned or destroyed remains subject to the confidentiality obligations of this Agreement.
13.6. The Receiving Party is prohibited from obtaining Confidential Information by means of so-called Reverse Engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining and disassembling or reassembling with the purpose of obtaining Confidential Information. The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information.
14. Representations and Warranties
14.1. Each Party represents and warrants the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) it does and will comply with all applicable laws (including export control laws and regulations) in connection with its performance under this Agreement. Customer represents and warrants that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and this Agreement is validly and legally binding on it and enforceable in accordance with its terms.
14.2. Camunda warrants that (i) it will perform all applicable Services in a professional, workmanlike manner, consistent with generally accepted industry practice and (ii) the Software will function substantially in accordance with the applicable Documentation. In the event of a breach of the foregoing warranty, Camunda’s sole obligation, and Customer’s exclusive remedy, shall be for Camunda at its sole discretion to re-perform the applicable Services or correct any Error in the Software, as applicable. Camunda’s obligations to correct any Error in the Software will not apply if: (i) Customer fails to update to new Versions of the Software made available to Customer which would address any breach of this warranty; (ii) the Software has been altered, except by or on behalf of Camunda; (iii) the Software has not been used or operated in accordance with this Agreement and/or the Documentation; or (iv) the Software is used on systems not meeting specifications identified by Camunda in the Documentation.
14.3. THE SERVICES REPRESENT AN AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT AS SET FORTH IN SECTIONS 14.1 and 14.2, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CAMUNDA MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES, THE SOFTWARE OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, THE SOFTWARE AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAMUNDA, ITS DISTRIBUTORS, AGENTS, CONTRACTORS OR EMPLOYEES INCREASES THE SCOPE OF THIS WARRANTY.
14.4. NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, DEVELOPMENT CLUSTERS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND CAMUNDA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO DEVELOPMENT CLUSTERS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAMUNDA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND AVAILABILITY WITH RESPECT TO DEVELOPMENT CLUSTERS. WITHOUT LIMITING THE FOREGOING, CAMUNDA DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF DEVELOPMENT CLUSTERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS.
15. Intellectual Property Rights
15.1. Customer shall at its sole expense indemnify, defend, and hold harmless Camunda and its Affiliates against any and all losses, liabilities, expenses (including reasonable legal fees up to any applicable statutory cap) suffered or incurred by Camunda or its Affiliates by reason of any claim, suit or proceeding (each a “Claim”) arising out of or in connection with (i) Customer’s Service Data or use of Service Data, including, without limitation, any assertion that Customer’s Service Data or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party, or violate the privacy rights of any individual or (ii) any breach of or failure by Customer to comply with this Agreement.
15.2. Camunda will: (i) notify Customer in writing of any Claim promptly after its receipt of the Claim, (ii) not acknowledge the alleged basis of the Claim, (iii) allow Customer to assume control of the defense and any settlement negotiations related to the claim and (iv) cooperate with Customer, at Customer’s expense, in the defense and any related settlement negotiations related to the Claim. If requested by Camunda to defend a Claim, Customer will not agree to any settlement without the prior written consent of Camunda.
16. LIMITATION OF LIABILITY
16.1. EXCEPT FOR ANY LIABILITY IN CONNECTION WITH THE BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
16.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR OTHER LEGAL THEORIES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT. CAMUNDA WILL BE LIABLE FOR LOSS OF DATA ONLY TO THE EXTENT SUCH LOSS IS DIRECT AND WOULD HAVE OCCURRED EVEN IF CUSTOMER HAD MADE A BACKUP OF ALL THE RELEVANT DATA.
16.3. EXCEPT FOR ANY LIABILITY ARISING FROM A VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES’ TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO CAMUNDA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
16.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OF THAT PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES WHICH ARE REQUIRED BY MANDATORY LAW EXCEPT TO THE EXTENT PERMISSIBLE UNDER SUCH MANDATORY LAW.
17. General Provisions
17.1. Export
The Software may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany and other jurisdictions. Both Parties represent and warrant that they or any of their Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause the other Party or its Affiliates to violate Sanctions.
For purposes of this section, “Sanctions” means to the extent applicable to the Parties, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Parties. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
17.2. Assignment
Camunda may assign this Agreement in the event of a merger, acquisition, change of control or sale of all or substantially all of its business or assets. Other than in these limited instances, however, neither Party may assign, transfer or sublicense any obligation or benefit under this Agreement without the written consent of the other Party, which consent by Camunda will not be unreasonably withheld in the event of the merger or sale of all or substantially all of the business or assets of Customer. Notwithstanding the foregoing, Camunda may assign or transfer this Agreement or parts of the rights and obligations of this Agreement solely to Camunda’s parent company, Camunda Services GmbH, without the requirement of Customer’s consent.
17.3. Sub-Contracting
Camunda may subcontract all or part of its obligations under this Agreement to any Third Party or Affiliate; provided, however, that Camunda shall remain responsible for the performance of such obligations and for compliance with the terms and conditions of this Agreement.
17.4. Notices
All notices under this Agreement will be delivered by email; if to Camunda at customer-success@camunda.com; if to Customer at any one of the email addresses provided to Camunda via the Account. Any notices which also require physical delivery will be in writing and will be personally delivered or sent by prepaid certified or registered mail to the address of the Party to whom notice is being provided or such other address as such Party last provided to the other by written notice. Any notices are deemed to have been given or made and to have been received on (i) the day of delivery if personally delivered, (ii) on the day of sending if sent via email before 5:00 p.m. on a business day in the jurisdiction of the recipient’s registered address, and otherwise on the next business day, and (iii) on the third business day following postage if sent by prepaid certified or registered mail. A notice will not be deemed to have been sent via email if the sender receives an automated system notification that the email has failed to send or has failed to reach the recipient’s inbox.
17.5. No Waiver
No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
17.6. Relationship between the Parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, nor does it authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided for. Each Party confirms that it is acting on its own behalf and not for the benefit of any Third Party. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
17.7. Entire Agreement; Order of Precedence
This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof. It supersedes and extinguishes any prior understandings, agreements, warranties, undertakings, conditions or representations in this regard and both Parties hereby expressly acknowledge and agree that they have not relied upon any other understandings, agreements, warranties undertakings, conditions or representations except those contained herein. The Parties acknowledge and agree that the contents of any purchase order or similar document provided by Customer (whether before or after the date of Customer’s acceptance of this Agreement) are rejected and do not apply to the relationship between the parties. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict will be resolved based on the following order of precedence: first, the DPA and CCPA Addendum, if applicable and as amended from time to time; and second, this Agreement, including all other exhibits and as amended from time to time.
17.8. Force Majeure
Except in relation to any duty to pay, neither Party hereto is liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, floods, earthquakes, pandemic or epidemic illness, civil unrest, terrorism, cyber attacks, strikes or protests (of its own or other employees), insurrection or riots, embargoes, requirements or regulations of any civil or military authority or Internet service provider, or failure or delay of a Third Party application (an “Event of Force Majeure”). Each of the Parties hereto agrees to give reasonable notice (to the extent any such notice is possible) to the other upon becoming aware of an such an Event of Force Majeure. Such notice will contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure continues for more than thirty (30) days, then the Party not in default is entitled to terminate this Agreement. Neither Party has any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, except in relation to any unpaid Fees.
17.9. Publicity
Either Party to this Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications. Customer agrees to act as a reference customer for Camunda, and to participate in a case study as reasonably requested by Camunda. Customer grants to Camunda, during the Subscription Term, a limited, personal, non-exclusive, non-transferable license to use and distribute Customer’s logo on Camunda’s website. Despite the foregoing, neither Party may disclose the specific terms of this Agreement, except as required by applicable law.
17.10. Human Rights
Each party shall comply with internationally proclaimed human rights such as the Universal Declaration of Human Rights and shall not contribute to or be complicit in human rights abuses of any kind. Both parties shall seek to implement internationally recognized standards, including but not limited to the eight Conventions of the International Labour Organization (ILO), which regulate international labor standards. In particular, each party shall seek to provide for protection against discrimination, unequal treatment, harassment and ensure the provision of a safe workplace and minimum wage.
17.11. Anti-Bribery
Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the German Act to Combat Corruption of 2015 and similarly applicable anti-corruption and anti-bribery laws.
17.12. Severability
If any provision of this Agreement is or becomes illegal, unenforceable or invalid, this will not affect or impair the legality, enforceability or validity of the remaining provisions of this Agreement. The remaining terms and provisions of this Agreement will be applied so as to give effect to the original intent of the parties (as evidenced by the illegal, unenforceable or invalid provision) to the fullest extent possible.
18. Contracting Party, Governing Law and Venue
18.1. The Camunda entity entering into this Agreement, the law governing this Agreement and any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled, as set forth below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below and irrevocably waive any objection and defense which either may have to the bringing or maintenance of any such claim. THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT. Accordingly, any dispute, legal action or proceeding arising out of or relating to this Agreement must be brought in the applicable courts below, and each Party irrevocably waives all objections to any proceedings in such courts, whether on the grounds of venue or on the grounds that they have been brought in an inconvenient forum.
Customer domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
475 Sansome Street, Suite 1600, San Francisco, CA 94111, USA
The laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (except Canada)
Camunda Ltd
Moorcrofts LLP Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
England and Wales, excluding both CISG and conflict of laws provisions
London, England
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
England and Wales, excluding both CISG and conflict of laws provisions
London, England
18.2. Conflict Resolution
If a conflict arises between the Parties out of or in connection with this Agreement, the use of the Software or the provision of the Services, the Parties will first seek an amicable settlement and, if no resolution is reached, the Parties undertake to conduct mediation in accordance with the ICC Mediation Rules before resorting to a court of law. Any court action is permissible if a hearing date has taken place within the mediation framework or if more than sixty (60) days have elapsed since the mediation request by either Party.
19. Regional Terms
19.1. Regional Terms United States of America, Canada and Mexico
With respect to Customers domiciled in the United States of America, Canada and Mexico, the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows:
17.13. High Risk Activities
The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Accordingly, Camunda specifically disclaims any express or implied warranty of fitness for High Risk Activities.
17.14. U.S. Government
The Software and the Documentation are “commercial items”, as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.2702-4, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.2702-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are (if applicable) being licensed to U.S. government end users (a) only as commercial items and (b) with only those rights that are granted to all other end users pursuant to the terms and conditions set forth in this Agreement and any applicable license agreement for the Software.
19.2. Regional Terms Germany, Austria and Switzerland
With respect to Customers domiciled in Germany, Austria or Switzerland:
The second sentence in Section 10.2 of this Agreement is replaced with the following: Notwithstanding the above, Camunda may terminate this Agreement and the Subscription for non-payment by Customer of any Fees, unless Customer pays such Fees in full within sixty (60) days after receipt of Camunda’s written notice of non-payment.
The third sentence of Section 11.1 of this Agreement is replaced with the following: Any amounts which are more than thirty (30) days overdue will bear a default rate of interest of nine (9) percentage points above the basic rate of interest per year, accruing from and including the Payment Due Date to and excluding the date of actual payment.
Section 13.1 of this Agreement is replaced with the following section: 13.1 “Confidential Information” means any information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form or medium that the Disclosing Party considers confidential, whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall be deemed to include in particular: Trade Secrets, products, manufacturing processes, know-how, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), any documents and information of the Disclosing Party which are subject to technical and organizational secrecy measures and which are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission. Without limiting the foregoing: (i) each Party’s product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such Party’s Confidential Information, and (ii) each of the source code to the Software and the Documentation shall be deemed to be Camunda’s Confidential Information. Without prejudice to any rights it may have under the German Trade Secret Act (Geschäftsgeheimnisgesetz), the Disclosing Party shall have all property rights, rights of use and exploitation rights with respect to the Confidential Information, unless otherwise provided in this Agreement. The Receiving Party is aware that the Confidential Information described above has not previously been generally known or readily accessible, either in its entirety or in its details, and is therefore of commercial value and is protected by the Disclosing Party through appropriate confidentiality measures. If a Confidential Information under this Section does not meet the requirements of a Trade Secret within the meaning of the German Trade Secret Act, such information shall nevertheless be subject to the obligations of this Section on Confidential Information. Confidential Information will not, however, include any information which (a) was publicly known or made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party and/or without breach of a confidentiality obligation; (c) is already in the possession or comes into the possession of the Receiving Party where such possession is not the result of a breach of confidentiality, in each case, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by document and other competent evidence in the Receiving Party’s possession.
The following sentence is added at the end of Section 13.3 of this Agreement: The Receiving Party shall furthermore indicate in the course of disclosure that, if this is the case, Trade Secrets are concerned and shall ensure that the provisions of Sections 16 et seq. of the German Trade Secrets Act are applied.
Section 13.4 is deleted.
Section 13.6 is renumbered as Section 13.5. The last sentence of the so-renumbered Section 13.5 of this Agreement is replaced with the following: The Receiving Party shall refrain from exploiting or imitating Confidential Information outside the scope of its purpose in any manner whatsoever (in particular by means of Reverse Engineering) or having it exploited or imitated by third parties and, in particular, from applying for intellectual property rights – in particular trademarks, designs, patents or utility models (Gebrauchsmuster) – to the Confidential Information.
Section 14.1 of this Agreement is replaced with the following section, and Sections 14.2 and 14.3 of this Agreement are deleted in their entirety: 14.1 Each Party has ensured and will ensure the following: (i) entering into and carrying out the terms and conditions of this Agreement will not violate any obligation binding upon it and (ii) each Party will comply with all applicable laws in connection with its performance under this Agreement. Customer has ensured and will ensure that the acceptance of this Agreement and the performance of its obligations hereunder have been duly authorized and that the Agreement is validly and legally binding on such Party and enforceable in accordance with its terms.
Section 16 of this Agreement is replaced in its entirety with the following section: 16.1 Camunda will be liable without limitation for all losses caused by Camunda and by its legal representatives or vicarious agents in cases of intent or gross negligence, the absence of a guaranteed quality (“garantierte Beschaffenheit“) and for mortal injury, bodily harm and damage to health, as well as in accordance with the provisions of the Product Liability Act (“ProdHftG”). 16.2 In cases involving a simple negligent breach (“leichte Fahrlässigkeit”) of Primary obligations (“Kardinalpflicht”), Camunda’s liability will be limited to replacement of the foreseeable damage typically occurring. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Parties may rely. Other than this, Camunda’s liability for simple negligent breaches (“leichte Fahrlässigkeit”) of accessory contractual obligations is excluded. Further liability – for whatever legal reason – on the part of Camunda and Camunda’s vicarious agents is excluded. A strict liability of Camunda for defects due to pre-existing deficiencies in the Software is excluded. 16.3 If Customer’s losses result from a loss of data, Camunda will only be liable for this to the extent that the damage that would have resulted even if Customer had made a backup of all the relevant data.
The last sentence of Section 17.2 of this Agreement is deleted.
19.3. Regional Terms United Kingdom and Commonwealth and any Country other than the United States of America, Canada, Mexico, Germany, Austria or Switzerland
With respect to Customers domiciled in the United Kingdom, the Commonwealth or in any other country than the United States of America, Canada, Mexico, Germany, Austria or Switzerland:
Section 10.2 of this Agreement is replaced with the following section: 10.2 Either Party may terminate this Agreement and the Subscription at any time, if (i) the other Party fails to pay any amount due and payable under the Agreement on the due date for payment and such remains unpaid not less than 14 days after the date on which the non-paying Party receives written notice of such failure to pay, (ii) the other Party commits a material breach of any term of this Agreement (other than failure to pay any amounts due) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, (iii) the other Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement, (iv) Camunda exercises its right to change the terms and conditions of this Agreement by providing modified terms, along with an effective date for such modified terms, and Customer does not accept such modified terms on or before the effective date; (v) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (vi) subject to any applicable law (A) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (B) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party, (C) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party, (D) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (E) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver, (F) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party, or (G) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days or (vii) subject to any applicable law, any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under Section 10.2 (vi) above. The expiration or termination of this Agreement has no effect on the Subscription existing at the time of termination, which will remain in force until the end of the then-current Subscription Term, provided that if the termination is as a result of a material breach by Customer or Customer’s refusal to accept modified terms and conditions on or before the effective date of such terms, Camunda may terminate the Subscription existing at the time of termination by written notice to Customer. The terms and conditions of this Agreement continue to apply to the Subscription that is in force on the termination date of Customer’s acceptance of this Agreement until such time as the Subscription terminates.
the new Sections 17.13 and 17.14 are added to the Agreement under Section 17 (General Provisions) as follows: 17.13 Service of Process The Parties agree that in the event of a claim being commenced in relation to any non-contractual obligations, disputes or lawsuits arising out of or in connection with this Agreement, a claim form and any other documents relating to such a claim will be served at the respective Parties’ registered address even if such address is outside of England and Wales. 17.14 Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Exhibit A “Support and Maintenance Services”
Terms not defined in this Exhibit have the same meaning set forth in the Agreement.
1. Scope
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will provide the following Support and Maintenance Services during the applicable Subscription Term:
support Customer Named Support Contacts with their questions concerning the use of the Software in the process of development and in the operation of process applications (including, for example, by providing help with definable problems of development or by explaining the functions and their use);
make available new Versions of the Software as outlined below; and
respond to Support Requests within the time periods set out for the SLA.
New Versions
Support and Maintenance Services are provided for all Versions of the Software that are supported (as specified in the Documentation) and in any event for a period of eighteen (18) months from the release date for any Minor Release of the Software. For further Support and Maintenance Services thereafter, Customer must update to a more recent Version of the Software if available. If a more recent Version is not available, Camunda will maintain Support and Maintenance Services on the then-current Version of the Software pursuant to this Agreement until a new Version is available. Alpha Versions of the Software are not supported. Camunda publishes new Versions of the Software from time to time via the Account: however, Clusters using an Alpha Version of the Software cannot be updated. Accordingly, Customer will need to delete Clusters using an Alpha Version and replace them with a Stable Cluster to receive a new Version. After Camunda provides a new Version, the Documentation will also be adapted accordingly and Camunda will notify the Named Support Contacts.
Customer’s responsibilities
Customer acknowledges that its cooperation is essential to the proper performance of Support and Maintenance Services by Camunda. To enable Camunda to provide Support and Maintenance Services, Customer agrees to the following:
If an Error occurs, a Named Support Contact will promptly inform Camunda via the agreed upon reporting method set out in the right-hand column of the table in section 5 below;
The Error must be reproducible by Camunda without using a special, adapted or extended Version of the Software. If necessary, Customer agrees to assist Camunda in reproducing the Error, including for example via a unit test. Should such a reproduction be impossible, the Error will be described as precisely as possible;
If an Error is reported, Customer will (A) provide Camunda with the information requested to eliminate the problem and support Camunda in eliminating the Error; and (B) inform Camunda of any modifications it has made to the Software operated by Customer (e.g., client libraries or Modeler) or any other issues of which Customer is aware; and
Unless not commercially reasonable to do so, Customer will implement suggestions from Camunda on elimination of Errors.
Excluded services
Support and Maintenance Services under this Agreement do not include any of the following:
support and maintenance services on Customer’s premises;
support and maintenance services for any Version of the Software modified by Customer;
installation on Customer’s hardware for the purpose of achieving initial operational readiness of the Software;
development of software programs (e.g., add-on modules or components) that have other functions than those described in the applicable Documentation of the Software;
programming services to integrate the Software with products of Customer or Third Parties;
support of adaptations and extensions of the Software programmed by Customer;
support and maintenance services for the integration of the Software into the data processing environment of Customer;
introduction and training of Customer’s employees in the use of the Software;
recommendation of action for the optimal use of the Software;
Error correction and Consulting Services in case of operational Errors that are based on non-compliance with the operating conditions for the Software contained in the applicable Version of the Documentation;
support and maintenance services which become necessary due to Customer’s failure to cooperate in accordance with paragraph 3 above; and
any other services not specifically set forth herein, including, but not limited to, customization, programming, integration, recovery of data, support of Customer-specific adaptations or add-on programs and program components, support of modifications, installation, training, analysis or corrections of Errors caused by Customer’s non-compliance with this Agreement or Documentation or unauthorized modifications.
SLA
Subject to each of the other provisions of the Agreement, with the purchase of the Subscription, Camunda will respond to Support Requests regarding Errors as defined in the table below. The timeframes in the table regarding response times set forth the time period in which Camunda will initially provide a qualified response to Customer, but do not represent resolution time frames.
Severity Level
Service Availability Times
Response Times
Reporting Method
1 (Critical Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
2 (Major Error)
8×5
8 Business Hours
Primary: ticketing system
Secondary: normal hotline
3 (Support Requests)
8×5
16 Business Hours
Ticketing system
Exhibit B “Availability Targets and Availability Service Credits”
Camunda will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of 99.5% for the Core Components of the Software within each Stable Cluster and 95.0% for any other Component within each Stable Cluster (the “Availability Targets”). Availability Targets do not apply to Components within a Development Cluster, to Components within a Cluster which uses an Alpha Version or Beta Offering of the Software, or to Components within Clusters which use a Version of the Software for which Support and Maintenance Services is no longer supported (as specified in Section 2 of Exhibit A). If the Monthly Uptime Percentage for the Core Components of the Software within a Stable Cluster fall below the Availability Targets in any calendar month, Camunda will, subject to Customer’s compliance with the Agreement, provide the following Availability Service Credit, calculated as a percentage of the Total Monthly Fee
Monthly Uptime Percentage
Availability Service Credit
Less than 99.5% but equal to or greater than 99.3%
1.5%
Less than 99.3% but equal to or greater than 99.0%
3%
Less than 99.0%
4.5%
Customer will not be eligible to receive any Availability Service Credits if, on the date that an Availability Service Credit is requested, any Fees then due and payable by Customer are outstanding. To receive an Availability Service Credit, Customer must submit a claim by logging a support ticket. To be eligible, the credit request must be received by Camunda within five (5) calendar days after the last day of the month in which the Software does not meet the Availability Target within any Cluster, and must include all information reasonably necessary for Camunda to verify the claim, including:
the words “Availability Service Credit Request” in the subject line;
the Cluster ID if any Cluster for which the Availability Service Credit is requested;
a description of the applicable client(s) (as specified in the Documentation), the version of each such client, and the configurations for each such client; and
a description of the events resulting in Downtime, including the time and duration of the Downtime and Customer requests logs that document the failed write attempts.
Camunda will evaluate Customer requests and determine in good faith whether an Availability Service Credit is owed based on its system logs, monitoring reports, configuration records, and other available information. If Camunda confirms that the Monthly Uptime Percentage applicable to the month of such request did not meet the Availability Target, then Camunda will issue the Availability Service Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving an Availability Service Credit. Availability Service Credits are not refundable in cash and can only be used as a credit against future billing charges. Camunda will apply any Availability Service Credits against Customer’s next billing charge. Availability Service Credits are exclusive of any applicable taxes charged to Customer or collected by Camunda. Availability Service Credits are Customer’s sole and exclusive remedy for any unavailability of any Components within Clusters. Availability Service Credits expire without refund twelve (12) months from issuance.
Camunda Podcast Disclaimer
Version
Effective July 25th 2023
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DISCLAIMER
1. General
Camunda presents this podcast for informational and entertainment purposes only and does not wish or intend to provide any legal, technical or any other advice or services to the listeners of this podcast. The views and opinions expressed in the episodes are those of the hosts, interviewers, or guests, and do not necessarily reflect the official policies and/or positions of any Camunda entity related to the matters discussed in the podcast.
2. Liability for Content
As a service provider (in German: Diensteanbieter), we are responsible for our own content on these pages in accordance with general legislation pursuant to Section 7 (1) of the German Telemedia Act (TMG). However, according to §§ 8 to 10 TMG, we are not obliged as a service provider to monitor transmitted or stored third-party information or to investigate circumstances that indicate illegal activity.
Obligations to remove or block the use of information in accordance with general laws remain unaffected by this. However, liability in this regard is only possible from the point in time at which a concrete infringement of the law becomes known. If we become aware of corresponding infringements, we will remove this content immediately.
3. Copyright
The content and works created by the podcast owner are subject to German copyright law. Duplication, processing, distribution and any kind of exploitation outside the limits of copyright law require the written consent of the respective author or creator. Downloads and copies of the podcast are only permitted for private, non-commercial use.
Insofar as the content on this podcast was not created by the podcast owner, the copyrights of third parties are respected. In particular, third-party content is marked as such. Should you nevertheless become aware of a copyright infringement, please inform us accordingly. If we become aware of any infringements, we will remove such content immediately.
4. External Links
Despite careful review, we assume no liability for the content of external links. The respective provider or operator of the linked pages is always responsible for the content of these pages.
Camunda Terms of Use for the Marketplace for Solution Acceleration Resources
Version
Effective April 11th 2024
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Welcome to the Camunda Marketplace for Solution Acceleration Resources ("Marketplace"), owned and operated by Camunda Services GmbH ("Camunda," "we," "us," or "our"). By accessing or using the Marketplace as a user, Camunda partner, or independent third-party developer (“You”), agree to comply with and be bound by the following Terms of Use ("Terms") and confirm that You have the authority to agree to these Terms on behalf of Your organization. Please read these Terms carefully before accessing or using the Marketplace. If You do not understand or agree to be bound by these Terms or do not have the authority to agree on Your organization´s behalf, do not access or use this Marketplace.
1. Access to Solution Acceleration Resources
The Marketplace offers access to source codes of various resources that will help to accelerate the use of the Camunda software, such as, but not limited to, connectors, user forms, or process templates (“Solution Acceleration Resources”). The Solution Acceleration Resources are developed by Camunda, its partners, or independent third-party developers. The Marketplace serves as a portal to GitHub, where users can download the Connector software. You understand and acknowledge that the downloading of Solution Acceleration Resources occurs directly from GitHub, and the Marketplace does not host or provide direct downloads. Camunda has the right to (temporarily) remove a Solution Acceleration Resource from its Marketplace if Camunda believes that the Solution Acceleration Resource imposes a security risk for its users.
2. License
The Solution Acceleration Resources available on the Marketplace are provided under open-source and proprietary licenses. If you are using Solution Acceleration Resources as a user, you can find more information on the respective open-source or proprietary license of the Camunda Solution Acceleration Resources here. Please check the license file in GitHub for partner or independent third-party developers´ Solution Acceleration Resources. You are responsible for reviewing and complying with the terms of the applicable licenses before using or modifying the Solution Acceleration Resource. If you are a partner or independent third-party developer, you must add the license and specific legal terms in the LICENSE.md file that adheres to the Camunda´s Marketplace Guidelines.
3. Usage Fee
You will not be charged additional usage fees for accessing Solution Acceleration Resources on GitHub via the Marketplace. Partners and independent third-party developers, however, have sole discretion to build a commercial model for customization or additional support for their connectors.
4. User's Responsibilities
By accessing or using the Marketplace, You agree to:
a) Comply with all applicable laws and regulations.
b) Use the Solution Acceleration Resources in accordance with the respective licenses.
c) Respect the intellectual property rights of Camunda, its partners, or independent third-party developers.
d) Not engage in any activity that may disrupt, interfere with, or compromise the integrity of the Marketplace or its services.
e) Not attempt to reverse engineer, decompile, or otherwise derive the source code of any Solution Acceleration Resource licensed under a proprietary license.
5. Partner's or Independent Third-Party Developers' Responsibilities
Camunda´s partners or independent third-party developers may submit and offer access to their Solution Acceleration Resources on GitHub via the Marketplace. You retain ownership of Your Solution Acceleration Resource. You are responsible for (i) providing accurate and up-to-date information and adequate technical documentation (including a compatibility matrix) about Your Solution Acceleration Resource, including license terms and usage instructions; (ii) the development, maintenance, and support service, if applicable, of Your Solution Acceleration Resources, (iii) any warranties for the Solution Acceleration Resources, and (iv) the investigation, defense, settlement, and discharge of any liabilities or claims by You or any third party in any way related to Your Solution Acceleration Resources.
6. Privacy Statement
Our Camunda.com website privacy statement (“Privacy Statement”) is a part of these Terms and is incorporated herein by this reference. By accepting these Terms, You agree to our collection, use, and disclosure of Your information as described in the Privacy Statement. Each party may store, access, and process the other party’s business contact information to perform any obligations under these Terms and share the other party’s business contact information as necessary with its contractors, partners, or agents.
Click here to view the Privacy Statement.
7. Export
The Solution Acceleration Resource may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions. You warrant that You (i) are not a Prohibited Entity, or (ii) have not taken and will not take any action, directly or indirectly, that would result in a violation of sanctions or otherwise cause Camunda to violate sanctions. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated according to any sanctions, (ii) a person, country, or territory that is the target of any territorial or country-based sanctions programs, or (iii) a person owned or controlled by any person covered by (i), or (ii).
8. Modification of Terms
Camunda may update or modify these Terms from time to time. Continued use of the Marketplace after such changes constitutes acceptance of the modified Terms.
9. Certification Program for Camunda´s partners or independent third-party developers
As outlined in Camunda´s Marketplace Guidelines, Camunda may grant Camunda´s partners or independent third-party developers Solution Acceleration Resources a certification tag upon request. This certification comes with the following additional obligations:
(i) To the best of your abilities, You have to answer all support queries escalated from Camunda within seven business days and resolve such technical support issues within ten business days. Camunda has the right to (temporarily) remove a Solution Acceleration Resource from its Marketplace in case You do not comply with the SLAs mentioned above.
(ii) The partner or independent third-party developer must meet the minimum security requirements defined in the Marketplace Security document
(iii) The Partner or independent third-party developer must address vulnerabilities found in its connector following the timeframe defined in the Marketplace Security document
10. Disclaimer of Warranties
The Marketplace is provided on an "as is" and "as available" basis. Camunda makes no representations or warranties regarding the accuracy, completeness, or reliability of the Marketplace or its content.
11. Limitation of Liability
To the extent permitted by law, Camunda shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or access or inability to use or access the Marketplace.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Delaware.
Effective September 12th 2023 to April 11th 2024
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Table of Contents
Welcome to the Camunda Marketplace for Solution Acceleration Resources ("Marketplace"), owned and operated by Camunda Services GmbH ("Camunda," "we," "us," or "our"). By accessing or using the Marketplace as a user, Camunda partner, or independent third-party developer (“You”), You agree to comply with and be bound by the following Terms of Use ("Terms") and confirm that You have the authority to agree to these Terms on behalf of Your organization. Please read these Terms carefully before accessing or using the Marketplace. If You do not understand or agree to be bound by these Terms or do not have the authority to agree on Your organization´s behalf, do not access or use this Marketplace.
1. Access to Solution Acceleration Resources
The Marketplace offers access to source code of various resources that will help to accelerate the use of the Camunda software, such as but not limited to, connectors, user forms, or process templates (“Solution Acceleration Resources”). The Solution Acceleration Resources are developed by Camunda, its partners, or independent third-party developers The Marketplace serves as a portal to GitHub, where users can download the Connector software. You understand and acknowledge that the downloading of Solution Acceleration Resources occurs directly from GitHub, and the Marketplace does not host or provide direct downloads.
2. License
The Solution Acceleration Resources available on the Marketplace are provided under open-source and proprietary licenses. If you are using Camunda Solution Acceleration Resources, you can find more information on the respective open-source or proprietary license here. For partner or independent third-party developers´ Solution Acceleration Resources, please check the respective license file in GitHub. You are responsible for reviewing and complying with the terms of the applicable licenses before using or modifying the Solution Acceleration Resource.
3. Usage Fee
No additional usage fee will be charged to You for accessing Solution Acceleration Resources on GitHub via the Marketplace.
4. User's Responsibilities
By accessing or using the Marketplace, You agree to:
a) Comply with all applicable laws and regulations.
b) Use the Solution Acceleration Resources in accordance with the respective licenses.
c) Respect the intellectual property rights of Camunda, its partners, or independent third-party developers.
d) Not engage in any activity that may disrupt, interfere with, or compromise the integrity of the Marketplace or its services.
e) Not attempt to reverse engineer, decompile, or otherwise derive the source code of any Solution Acceleration Resource licensed under a proprietary license.
5. Partner's or Independent Third-Party Developers' Responsibilities
Camunda´s partners or independent third-party developers may submit and offer access to their Solution Acceleration Resources on GitHub via the Marketplace. If You are a Camunda partner or an independent third-party developer, You understand and acknowledge that Your Solution Acceleration Resource will be subject to review by Camunda for compatibility, quality, and compliance with the Marketplace's standards. You retain ownership of Your Solution Acceleration Resource and are responsible for (i) providing accurate and up-to-date information about Your Solution Acceleration Resource, including license terms and usage instructions, (ii) the development, maintenance, and support service, if applicable, of Your Solution Acceleration Resources, (iii) any and all warranties for the Solution Acceleration Resources, and (iv) the investigation, defense, settlement, and discharge of any liabilities or claims by You or any third party in any way related to Your Solution Acceleration Resources.
6. Privacy Statement
Our Camunda.com website privacy statement (“Privacy Statement”) is a part of these Terms and is incorporated herein by this reference. By accepting these Terms, You agree to our collection, use, and disclosure of Your information as described in the Privacy Statement. Each party may store, access, and process the other party’s business contact information for the purpose of performing any obligations under these Terms and may share the other party’s business contact information as necessary with its contractors, partners, or agents.
Click here to view the Privacy Statement.
7. Modification of Terms
Camunda may update or modify these Terms from time to time. Continued use of the Marketplace after such changes constitutes acceptance of the modified Terms.
8. Disclaimer of Warranties
The Marketplace is provided on an "as is" and "as available" basis. Camunda makes no representations or warranties regarding the accuracy, completeness, or reliability of the Marketplace or its content.
9. Limitation of Liability
To the extent permitted by law, Camunda shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or access or inability to use or access the Marketplace.
10. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Delaware.
Camunda Certification - Candidate Agreement
Version
Effective July 1st 2026
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Table of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
misrepresenting Your country of residence;
modifying or altering any Certification Exam (including related Exam Items) or Exam score;
submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
providing or receiving improper assistance during a Certification Exam;
engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1400, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
Effective April 15th 2024 to July 1st 2026
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Table of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
misrepresenting Your country of residence;
modifying or altering any Certification Exam (including related Exam Items) or Exam score;
submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
providing or receiving improper assistance during a Certification Exam;
engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
Effective April 15th 2024 to April 15th 2024
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Table of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
misrepresenting Your country of residence;
modifying or altering any Certification Exam (including related Exam Items) or Exam score;
submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
providing or receiving improper assistance during a Certification Exam;
engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
Effective April 15th 2024 to April 15th 2024
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Table of Contents
This Candidate Agreement (together, the “Agreement”) shall govern Your participation as a Candidate in the Program. This Agreement is made between You and the Camunda entity set forth in Section 25 (Governing Law and Venue) (“Camunda”, “We”, “Us”, “Our”) .
Camunda reserves the right to modify or update the terms of this Agreement from time to time with or without prior notice to You. Changes shall become effective immediately upon being posted at https://legal.camunda.com/ . Your continued use of the Exam Platform following any changes to this Agreement constitutes Your acknowledgement and acceptance of such changes to this Agreement.
You must accept the terms of this Agreement to schedule Your Exam.
We have attributed specific definitions to some of the words we use, as referenced below in Section 1 (Definitions) or in the body of the Agreement.
1. Definitions
“Candidate”, “You” or “Your” means an individual who participates in the Program and takes an Exam to acquire a Certification or Recertification.
“Certification” means a certification that the Candidate may receive from Camunda indicating that the Candidate has the required skills and knowledge in relation to the Product. Unless explicitly stated otherwise in this Agreement, all references herein to "Certification" shall include any subsequent Recertification obtained by the Candidate.
“Certification Exam” means the online exam that the Candidate must take via the Exam Platform for the assessment of its skills and knowledge in relation to the Product, and which the Candidate must pass to receive a Certification.
“Credential” means the digital certificate issued by Camunda to the Candidate that has received a Certification, containing, inter alia, the indication “Certified” or a substantially similar indication, together with any logo that has been designed and developed specifically for the Program, which the Candidate may become qualified to use after receiving a Certification.
“Exam” means either a Certification Exam or a Recertification Exam.
“Exam Blueprint” means a description of the topics concerning the Product that are assessed on the Exam, including the content to be covered, as well as other matters that concern the testing of Your knowledge of a particular Product in the context of an Exam, drawn-up by Camunda in preparation of an Exam taking place.
“Exam Item” means a particular question, diagram, graphic, design, computation or exercise and its associated answer or acceptable response on an Exam.
“Exam Platform” means the end-to-end, online exam development and delivery platform built and maintained by pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois, which Camunda uses to deliver Exams to Candidates.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Product” means any of Camunda’s software products, including any components of such software products.
“Product Release” means a specific minor or major release of a Product.
“Program” means the Camunda Certification Program, in accordance to which Camunda makes available Certifications to Candidates.
“Recertification” means a renewed Certification that the Candidate may receive from Camunda following expiration of a previously obtained Certification in accordance with Section 13.
“Recertification Exam” means an Exam that a Candidate must pass to receive a Recertification.
“Trainings” means a collection of training courses within the Program which the Candidate can access to prepare for an Exam.
2. Participation in the Program
To participate in the Program, You must comply at all times with the requirements that apply to You as a Candidate pursuant to this Agreement (“Certification Requirements”).
3. Obtaining a Certification
To obtain a Certification, You must take the applicable Exam by registering on the Exam Platform and receive a passing score.
4. Registering on the Exam Platform
4.1 In order to register for an Exam on the Exam Platform, You must accept the terms of this Agreement and pay any applicable Exam fees (as specified on the Exam Platform).
4.2 When registering for an Exam via the Exam Platform, You are required to use Your business email address and not Your personal email address.
5. Exam Development
Exams are developed against the Enterprise version of each Product. As they are likely to change quickly, alpha, beta or early access versions will not be included in an Exam or be part of any related Exam Item.
6. Exam Proctoring
Camunda may use third-party proctors to make sure that You are not cheating while You are taking an Exam. You may be required to accept additional proctoring terms and conditions and requirements before You are able to take an Exam. The proctoring by a third-party proctor may include collecting video and audio recordings of You to identify actions which suggest You are cheating. Recordings of You and Your screen taken during the Exam may be shared with Camunda in case Your behaviour suggests that You may be cheating and Camunda will then review the recordings. Although it is not Camunda’s intention to process sensitive personal data when We review recordings of You provided by a third party vendor, we may process sensitive personal data if items or objects captured reveal Your racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation. If possible, please remove such items or objects prior to commencing an Exam in order to help Camunda comply with its privacy obligations.
7. Exam Conduct
7.1 You hereby agree that You will not participate in any behaviour that could compromise the confidentiality or results of any Certification Exam. You are solely responsible for complying with all applicable Certification Requirements. Camunda may engage third party exam proctors which, if engaged, will be authorized to, and may take immediate and appropriate measures against You if You breach any such Certification Requirements, including cheating while You are taking a Certification Exam.
7.2 Without prejudice to any other remedies that Camunda may have under this Agreement and the applicable laws, Camunda may, in its sole discretion, prohibit You from taking any Certification Exam, invalidate Your exam results (in each case, without obligation to refund any Certification Exam-related fees), revoke Your Certifications and withdraw Your related Credentials if Camunda reasonably believes that You violated the Certification Requirements (including this Agreement) or engaged in any misconduct, including without limitation the following:
providing access to, seeking or obtaining unauthorized access to, disclosing, distributing, recording, downloading, copying or making available in any form or by any means, any Exam or any Exam Items or other Exam-related tasks or content;
misrepresenting Your identity or engaging other individuals to take a Certification Exam on Your behalf;
misrepresenting Your country of residence;
modifying or altering any Certification Exam (including related Exam Items) or Exam score;
submitting any answers and work or any other input whatsoever in response to an Exam Item and that are not entirely Your own;
using any unauthorized devices or items while taking a Certification Exam, including, without limitation, mobile phones, tablets, laptops, electronic devices, recording devices, notes or other unauthorized content;
using Artificial Intelligence-related tools in any way to assist You during a Certification Exam;
providing or receiving improper assistance during a Certification Exam;
engaging in any other action or attempt to influence the Exam and related testing process through cheating or misconduct that could compromise the confidentiality, integrity, security or results of an Exam.
7.3 You hereby agree that if Camunda takes any of the punitive actions against You as specified under Subsection 7.2, Camunda shall have the right to notify Your employer or associated company about such fact and respond to any inquiry by Your employer or associated company about changes in Your Certification status.
8. Exam Score Challenge
If You believe Your Exam score is inaccurate, You have fourteen (14) days after taking the applicable Exam to challenge the score that You obtained. The Exam score can be challenged in writing within this time period at certification@camunda.com. Challenges will be reviewed by Camunda and appropriate action will be taken if necessary. Camunda’s decision is final.
9. Exam Retake Policy
9.1 If You don’t pass an Exam the first time, You have the right to retake it as many times as You like. Each attempt at retaking an Exam will require full payment of the Exam fee.
9.2 You may request a waiver of the Exam fee for retaking an Exam if You experienced internet connectivity issues or technical difficulties accessing the Exam Platform. Exam fee waivers will be granted in the form of a free voucher that You can use before retaking the applicable Exam. To request an Exam fee waiver, please contact certification@camunda.com.
10. Rescheduling and Cancellation
Please make sure to reschedule or cancel an Exam at least 72 (seventy-two) hours prior to Your scheduled Exam time. If You reschedule or cancel an Exam without observing the aforementioned notice period, the Exam fees or, as applicable, the vouchers or coupons that You received to use against the Exam fee will be forfeited.
11. Updates to Exam Blueprint and Exam Items
Camunda reserves the right to update the Exam Blueprint after each Product Release.
12. Right of Refusal
Camunda reserves the right to refuse Your access to the Exam Platform and Your right to take an Exam if Camunda reasonably believes that You are employed by any exam preparation organization, or if You are located in certain regions or countries which may be subject to export control or other restrictions under applicable laws or mandatory Camunda policies.
13. Certification Validity. Recertification
13.1 Each Certification is valid until the Expiration Date (as defined below).
13.2 Certifications will expire on the earlier of two (2) years from the successful completion of an Exam or the date when Camunda discontinues support for the relevant Product Release in connection to which You obtained the relevant Certification (the “Expiration Date”).
13.3 Upon the Expiration Date, You need to obtain a Recertification by taking a Recertification Exam and receiving a passing score. Recertification Exams shall test Your knowledge in connection with the then-current Product Release.
13.4 For the avoidance of any doubt, Certifications achieved by Candidates against earlier Product Releases will not be invalidated by the mere launch of new Exams testing the Candidates’ knowledge of Camunda’s latest Product Release, and such Certifications shall remain valid until the Expiration Date.
14. Certification Portability
If You obtain a Certification, such Certification shall be associated with You as a Candidate who has successfully passed the relevant Certification Exam. Consequently, Certifications will follow You in case You move to a new organization. You are responsible to provide Camunda with a prior notice at certification@camunda.com if You wish to transfer an existing Certification.
15. Credentials
15.1 Candidates that have successfully passed an Exam and obtained a Certification will be provided by Camunda with a Credential that they can use to advertise their achievement during the validity of a Certification.
15.2 Credentials may be verified by third parties via Credly.
16. Right to use Credentials
16.1 If You obtain a Certification, Camunda grants You a personal, non-exclusive, non-transferable, revocable license to use the applicable Credential solely in connection with publicizing that You meet the criteria for the applicable Certification.
16.2 You agree not to use any Credentials except as authorized herein, and that You may not use the Credentials in any way that (i) may be construed to establish a relationship or affiliation between Camunda and any third parties other than You; (ii) may damage Camunda’s reputation; or (iii) misrepresents Your relationship with Camunda.
16.3 You agree that You shall only use Camunda-supplied Credential artwork and that Your reproduction and use of the Credential shall be in compliance with any guidelines and policies that Camunda may provide to You and make You aware of when issuing the Credential to You. Camunda may change the design, graphic and general artwork of any of the Credentials at any time and You agree to comply with any such changes or requests by Camunda.
16.4 Camunda retains all rights, title and interests in any Credentials. Nothing herein shall be construed to grant any other rights to You, and You acknowledge and agree that Camunda is the exclusive owner of all right, title and interest in the Credentials, that You shall take no action inconsistent with Camunda’s ownership of the Credentials, and that Camunda shall have the right to grant licenses to other Candidates to use the Credentials.
17. License to Use Feedback
You may provide suggestions, comments or other feedback to Us about the Program, Exams or Credentials (the “Feedback”). You hereby grant to Camunda a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, fully sublicensable right and license to develop, market, promote, make, have made, use, sell, rent, incorporate into its products and services, disclose, publish, keep secret, create derivative works of, license copies of, or otherwise profit from or exploit, any Feedback that You, in Your discretion, may share with Camunda in any manner, including verbally or in writing. To the maximum extent permitted by law, You waive any rights on, or in relation to, any results, derivative works or outputs of any nature resulting from Camunda processing or modifying the Feedback shared by You.
18. Intellectual Property Ownership
Camunda retains all rights, title, and interest in and to the Program and related Exams, Exam Items and other Exam-related materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein. All rights not expressly granted by Camunda to You are expressly reserved to Camunda.
19. Confidential Information
You agree that the Exams and all information provided to You or obtained by You related to the Exams, including, but not limited to, the Exam Items, structure and organization of the Exams are Camunda’s confidential information (“Confidential Information”). Camunda makes Exams available to You solely to test Your skills and knowledge in relation to the Product for which You seek to obtain a Certification. You may not use, disclose, reproduce, copy, distribute, transmit or make derivative works of the Confidential Information in any form, without the prior written approval of Camunda.
20. Data Protection
20.1 Camunda Services GmbH is a Controller within the meaning of GDPR and of other data protection laws or provisions applicable in the Member States of the European Union. Camunda processes Your Personal Data as described in Camunda’s privacy policy (available at https://legal.camunda.com/privacy-and-data-protection) and in this Agreement. This may include the transfer of Personal Data to the United States and/or other countries, in particular as Camunda, for the purposes of delivering the Exams, uses the Exam Platform, which is hosted by a third party provider (pValue, Inc. doing business as Certiverse, a Delaware corporation with its principal place of business in Chicago, Illinois). Camunda will, taking into account the nature of the Personal Data and the risks involved in the processing of any such personal data, maintain reasonable and appropriate security measures, including technical and organizational safeguards designed to ensure the security and confidentiality of Personal Data.
20.2 Camunda may process the following Personal Data for the purposes of delivering the Exams via the Exam Platform:
Candidate data: full name, job title, company name, email address, telephone number, company/organization, country;
Exams-related data: any Personal Data processed as part of Your participation in the Program such as enrollments in, completions and scores of Exams.
20.3 Camunda may share such Personal Data with Your employer to inform the employer about Your completion of certain Exams and Your Certification status.
20.4 For the purpose of this Section, “Controller”, “Personal Data” and “processing” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
21. Indemnification
You agree to indemnify and hold Camunda harmless against any losses, liability, damages or costs arising out of any claims, actions or proceedings which may be brought or made against Camunda arising from or related to (i) any breach by You of this Agreement including, but not limited to, Your use of the Credentials in any way that is inconsistent with this Agreement; (ii) the violation by You of any third party intellectual property rights, confidentiality or privacy rights; or (iii) any misrepresentations made by You. You agree to cooperate as requested by Camunda in the defense of any claim. Camunda reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not under any circumstances settle any claim without the prior written consent of Camunda.
22. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL CAMUNDA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND THE PROGRAM, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF CAMUNDA TO YOU FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM WILL BE LIMITED, IN THE AGGREGATE, TO EUR 100 (ONE HUNDRED EUROS).
23. Term and Termination
23.1 The term of the Agreement shall start upon Your acceptance of the terms set forth herein and shall continue until terminated as provided herein.
23.2 Either Party may terminate this Agreement by giving the other Party a thirty (30) days written notice of termination.
23.3 Unless specified otherwise in the Agreement, Camunda may terminate this Agreement at any time if You fail to comply, in all material respects, with the Certification Requirements. Upon termination of the Agreement, any rights and licenses granted to You under the Agreement and the Program, including Your rights to use any Credentials, shall cease immediately. As a result, You shall immediately discontinue all use of any Credentials.
23.4 Any and all provisions of this Agreement that, by their content, are intended to apply beyond the performance or termination of this Agreement will survive any termination hereunder (whether or not so expressly stated).
24. Changes to Program and Exams. Certification Revocation and Retirement
24.1 Our Products evolve and therefore may change entirely or partially following a Product Release, or may be replaced, retired or related support may be discontinued. To ensure that all Certifications remain relevant, We reserve the right to terminate or change the Program at any time and, as a consequence, (i) change, update or terminate Exams, and (ii) revoke or retire Certifications at any time.
24.2 When a Certification is retired, it will no longer be available for new Candidates to earn.
25. Governing Law and Venue
The Candidate’s domicile will determine (a) the Camunda entity entering into this Agreement, (b) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement and (c) the courts that have jurisdiction over any such dispute or lawsuit (the “Venue”), as set out in the table below. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below.
Candidate Domicile
Camunda entity entering into this Agreement
Governing law
Venue
The United States of America, Canada and Mexico
Camunda, Inc.
101 Montgomery Street, Suite 1900, San Francisco, CA 94104, USA
Laws of the State of Delaware and controlling United States federal law
Delaware, USA
Germany, Austria, Switzerland
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
German law, excluding both CISG and conflict of laws provisions
Berlin, Germany
United Kingdom and Commonwealth (excluding Canada and Singapore)
Camunda Ltd
Moorcrofts LLP, Thames House, Mere Park, Dedmere Road, Marlow, United Kingdom, SL7 1PB
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
APAC
Camunda Pte Ltd
16 Raffles Quay,
#33-03 Hong Leong Building,
Singapore 048581
Laws of England and Wales, excluding both CISG and conflict of laws provisions
Singapore
Any other country
Camunda Services GmbH
Zossener Strasse 55-58, 10961 Berlin, Germany
Laws of England and Wales, excluding both CISG and conflict of laws provisions
London, England
Camunda License 1.0
Version
Effective May 2nd 2024
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The Camunda License (the “License”) sets forth the terms and conditions under which Camunda Services GmbH ("the Licensor") grants You a license solely to the source code in this repository ("the Software").
Acceptance
By Using the Software, You agree to all the terms and conditions below. If Your Use of the Software does not comply with the terms and conditions described in this License, You must purchase a commercial license from the Licensor, its affiliated entities, or authorized resellers, or You must refrain from Using the Software. If You receive the Software in original or modified form from a third party, the terms and conditions outlined in this License apply to Your Use of that Software. You should have received a copy of this License in this case.
Copyright License
Subject to the terms and conditions of this License, the Licensor hereby grants You the non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable right to Use the Software in any way or manner that would otherwise infringe the Licensor’s copyright as long and insofar as You Use the Software only and limited to the Use in or for the purpose of Using the Software in Non-Production Environment.
Each time you distribute or make otherwise publicly available the Software or Derivative Works thereof, the recipient automatically receives a license from the original Licensor to the respective Software or Derivative Works thereof under the terms of this License.
Conditions and Restrictions
All Use of the Software is explicitly made subject to the following conditions:
You may not move, change, disable, or circumvent the license key functionality in the Software, and You may not remove or obscure any functionality in the Software that is protected by the license key.
If You distribute or make available the Software or any modification or Derivative Works thereof (including compiled versions), You must conspicuously display and attach this License on each original or modified copy of the Software and enable the recipient to obtain the source code if You have distributed a compiled version.
Patent License
Patent and trademark rights are not licensed under this Public License.
No Liability
EXCEPT FOR DAMAGES CAUSED BY INTENT OR FRAUDULENTLY CONCEALED DEFECTS, AND EXCEPT FOR DAMAGES RESULTING FROM BREACH OF ANY WARRANTY OR GUARANTEE EXPRESSLY GIVEN BY LICENSOR IN THIS LICENCE, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE WORK. ANY MANDATORY STATUTORY LIABILITY UNDER APPLICABLE LAW REMAINS UNAFFECTED.
No Warranty
EXCEPT AS EXPRESSLY STATED IN THIS LICENSE OR REQUIRED BY APPLICABLE LAW, THE WORKS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE CONTENTS, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE.
Definitions
You refer to the individual or entity agreeing to these terms.
Use means any action concerning the Software that, without permission, would make You liable for infringement under applicable copyright law. Use within the meaning of this License includes, but is not limited to, copying, distribution (with or without modification), making available to the public, and modifying the Software.
Non-Production Environment means a setting in which the Software is used for development, staging, testing, quality assurance, demonstration, or evaluation purposes, and not for any live or production systems.
Camunda Written offer for the provision of the corresponding source code ("Written Offer")
Version
Effective September 27th 2024
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The software distributed by Camunda to its customers and users contains components that are subject to Public Software licenses. Public Software means software (including but not limited to any libraries, utilities, or other software programs or components or portions thereof) licensed under any license that provides for free software, source-available software, open-source software, or a similar licensing model.
Some of these Public Software components are subject to licenses that impose certain obligations on Camunda, including the obligation to make the source code of the components available, provide copyright or license text information, or make certain modifications. To fulfil such obligations, Camunda hereby makes the following offer to anyone.
1. Interchangeability of components
Camunda permits its customers to modify the proprietary software for their use in accordance with the license conditions and so-called reverse engineering to "debug" such modifications insofar as the corresponding software components are linked to program libraries that fall under license conditions that require such permission. The customer may not pass on to third parties either the information obtained during reverse engineering or debugging or the modified software itself. Any modification is carried out at the customer's own risk, and Camunda accepts no liability for any resulting errors. Accordingly, Camunda points out to its customers that modifications may mean that the Software can no longer be used for contractually intended purposes.
2. Provision of source code
Camunda will provide its customers (and any third parties) with a copy of the complete corresponding source and/or object code in accordance with the requirements of the applicable Public Software license upon request using the contact details at https://docs.camunda.io/docs/next/reference/dependencies/.
The customer can also contact Camunda at the contact mentioned above if the Customer requires support in exercising a right guaranteed by a Public Software license. If Camunda incurs costs in supporting the exercise of the customer's rights, for example, for the physical transfer of the source code, Camunda can charge the Customer for these costs in the same amount.
Please note that the source code of the Camunda Software is provided to you exclusively under the licenses referenced in the LICENSE file or the License section in the README of the respective source code repository.
Terms for AI Usage
Version
Effective October 6th 2026
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Amendment for AI Features
This Amendment for AI Features (this “Amendment”) is between {{CounterpartyCompanyName}} (“Customer,” “You”) and Camunda, and applies to each AI‑powered feature that You enable via the “enable” toggle in the Camunda console (each an “AI Feature”). Do not enable an AI Feature or select the checkbox marking your acceptance, unless (1) you are authorised to accept this Amendment and (2) you intend to be bound by it.
Each AI Feature enabled via the console “enable” toggle is supported by a large language model provided and selected by Camunda or selected by You, as the case may be.
This Amendment supplements the governing enterprise agreement and/or Order Form between You and Camunda (the “Agreement”). The Agreement continues to apply in full force and effect except as modified by this Amendment. This Amendment is effective upon acceptance (the “Effective Date”). Capitalised terms not defined here have the meaning given in the Agreement. The Parties agree as follows:
1. Precedence of AI terms in the Agreement
Where the Agreement (including any Order Form, addendum or amendment to it) already contains terms governing Camunda’s AI features or services, those terms prevail over this Amendment to the extent of any conflict, and this Amendment applies only to the extent it is not inconsistent with them. This Amendment is intended solely to enable the AI Feature where no such AI terms are otherwise in place.
2. Input and output
The AI Feature uses the content You load into the Software (“Input”) or the selected LLM and may generate output (“Output”). You acknowledge that use of the AI Feature may, in some situations, produce incorrect Output. You should evaluate the accuracy of any Output as appropriate for your use case, including through human review before relying on it.
3. Privacy and data sharing
Unless you use your own LLM, the AI Feature is supported by one or more AI models operated by third‑party providers that Camunda selects and makes available (Camunda’s “AI Service Providers”). You acknowledge and agree that, when You use the AI Feature, Input will be disclosed to the applicable AI Service Providers. Camunda does not by default include user metadata or personal data in requests to the AI models; however, any personal or other data contained in the Input You submit will be included in the request and thereby made accessible to the applicable AI Service Provider.
Camunda warrants that it has data processing agreements in place with all AI Service Providers consistent with the requirements of the applicable data processing agreement between the Parties, and that those AI Service Providers do not use Customer data submitted through the AI Feature to train their AI models.
4. Use of Input and Output
As between the Parties, You retain all rights in your Input and Output, and Camunda acquires no ownership interest in your Input, your Output, or your confidential or personal data. Camunda will not use your Input or Output to train AI models.
The foregoing restriction does not apply to Telemetry Data (as defined in the Agreement). You grant Camunda a non‑exclusive, worldwide, royalty‑free licence to use Telemetry Data to provide, operate, secure and improve the AI Features and the Software, in accordance with the Agreement and applicable law.
.
First Name {{FirstName}}
Last Name {{LastName}}
Email Address {{BusinessEmail}}
Effective July 21st 2026 to October 6th 2026
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Amendment for AI Features
This Amendment for AI Features (this “Amendment”) is between {{CounterpartyCompanyName}} (“Customer,” “You”) and Camunda, and applies to each AI‑powered feature that You enable via the “enable” toggle in the Camunda console (each an “AI Feature”). Do not enable an AI Feature or select the checkbox marking your acceptance, unless (1) you are authorised to accept this Amendment and (2) you intend to be bound by it.
Each AI Feature enabled via the console “enable” toggle is supported by a large language model provided and selected by Camunda. This Amendment does not apply to AI functionality that relies on an AI model selected, contracted or supplied by You; any such functionality is governed by the AI terms in the Agreement.
This Amendment supplements the governing enterprise agreement and/or Order Form between You and Camunda (the “Agreement”). The Agreement continues to apply in full force and effect except as modified by this Amendment. This Amendment is effective upon acceptance (the “Effective Date”). Capitalised terms not defined here have the meaning given in the Agreement. The Parties agree as follows:
1. Precedence of AI terms in the Agreement
Where the Agreement (including any Order Form, addendum or amendment to it) already contains terms governing Camunda’s AI features or services, those terms prevail over this Amendment to the extent of any conflict, and this Amendment applies only to the extent it is not inconsistent with them. This Amendment is intended solely to enable the AI Feature where no such AI terms are otherwise in place.
2. Input and output
The AI Feature uses the content You load into the Software (“Input”) and may generate output (“Output”). You acknowledge that use of the AI Feature may, in some situations, produce incorrect Output. You should evaluate the accuracy of any Output as appropriate for your use case, including through human review before relying on it.
3. Privacy and data sharing
The AI Feature is supported by one or more AI models operated by third‑party providers that Camunda selects and makes available (Camunda’s “AI Service Providers”). You acknowledge and agree that, when You use the AI Feature, Input will be disclosed to the applicable AI Service Provider. Camunda does not by default include user metadata or personal data in requests to the AI models; however, any personal or other data contained in the Input You submit will be included in the request and thereby made accessible to the applicable AI Service Provider.
Camunda warrants that it has data processing agreements in place with all AI Service Providers consistent with the requirements of the applicable data processing agreement between the Parties, and that those AI Service Providers do not use Customer data submitted through the AI Feature to train their AI models.
4. Use of Input and Output
As between the Parties, You retain all rights in your Input and Output, and Camunda acquires no ownership interest in your Input, your Output, or your confidential or personal information. Camunda will not use your Input or Output to train AI models.
The foregoing restriction does not apply to Telemetry Data (as defined in the Agreement). You grant Camunda a non‑exclusive, worldwide, royalty‑free licence to use Telemetry Data to provide, operate, secure and improve the AI Features and the Software, in accordance with the Agreement and applicable law.
.
First Name {{FirstName}}
Last Name {{LastName}}
Email Address {{BusinessEmail}}
Effective June 26th 2024 to July 21st 2026
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Amendment to the Agreement for {{CounterpartyCompanyName}}
This Amendment to the Agreement (this “Amendment”) is by and between {{CounterpartyCompanyName}} (“Customer,” “You”) and Camunda and applies to features that incorporate artificial intelligence services (each an “AI Feature”) to the Software. Do not select the checkbox marking your acceptance of this Amendment unless (1) you are authorized to accept and agree to this Amendment and (2) you intend to enter and be bound by this Amendment. This Amendment supplements the governing enterprise agreement and/ or Order Form (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified with this Amendment. This Amendment will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in this Amendment are as defined in the Agreement.
The Parties agree as follows:
Input Data Output Data. The AI Features will leverage the content that the Customer has loaded into the Software (“Input”) and may generate certain output (“Output”). You acknowledge that the use of the AI Feature may, in some situations, result in incorrect Output. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
Privacy. The AI Feature is supported by one or more AI models of third-party AI service providers (referred to herein as Camunda´s “AI Service Providers”). When You use the AI Feature, Your data will be shared with Camunda´s AI Service Providers, and by submitting your Input to the AI Feature, you consent to the disclosure of your Input to the applicable AI Service Provider. Camunda does not automatically include any user metadata or Personal Data when you make AI requests. However, any Personal or other Data present in the content that you submit as “Input” when using the Software will be included in the request to the AI model and provided to Camunda´s AI Service Providers. Camunda warrants that it has Data Processing Addendums with all AI Service Providers in place and ensures that no Customer data shall be utilized for the training of AI models.
Use of Input and Output Data. In order for the Customer to benefit from all AI features available in the Software, including but not limited to Smart Generative Forms, Optimize AI, and Modeler Co-Pilot, Camunda shall utilize Telemetry Data to enable the functioning of these features and improve them over time.
Ownership of Input and Output Data. The Customer retains all rights to their Input Data, and Camunda acquires ownership of any improvements, developments, or derivative works resulting from the use of the AI Features, excluding any rights to the Customer's confidential or personal information embedded within the Input Data.
First Name {{FirstName}}
Last Name {{LastName}}
Email Address {{BusinessEmail}}
Alpha Terms
Version
Effective November 8th 2023
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Camunda Alpha Terms
These Camunda Alpha Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda AlphaTechnology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Alpha Technology
Alpha Technology means any version of the Software designated as alpha, limited release, developer preview, non-production, evaluation, or a similar description.
Access and Use of the Camunda Alpha Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Alpha Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Alpha Technology accordingly.
Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Alpha Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Alpha Technology. Camunda may not make this Version of Camunda Alpha Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Alpha Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Alpha Technology. The Customer understands that the Camunda Alpha Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Alpha Technology is generally released as a full product or feature of the Software.
Camunda Alpha Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Alpha Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Alpha Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
Confidential Information. The Camunda Alpha Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Alpha Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA ALPHA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA ALPHA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA ALPHA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA ALPHA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA ALPHA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA ALPHA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA ALPHA TECHNOLOGY.
3. Term and Termination
Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Alpha Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, (3) Customer disabling access to the Alpha Technology; if Customer regains access at a later date, these Terms or a new version of these Terms shall be reinstated, or (4) either Party’s notice to the other of termination of these Terms.
Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Alpha Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Alpha Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA ALPHA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
Entire Agreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective October 25th 2023 to November 8th 2023
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Camunda Alpha Terms
These Camunda Alpha Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
Access and Use of the Camunda Beta Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
Camunda Beta Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
Confidential Information. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, (3) Customer disabling access to the Beta Technology; if Customer regains access at a later date, these Terms or a new version of these Terms shall be reinstated, or (4) either Party’s notice to the other of termination of these Terms.
Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
Entire Agreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective October 19th 2023 to October 25th 2023
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Camunda Beta Terms
These Camunda Beta Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
Access and Use of the Camunda Beta Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
Camunda Beta Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
Confidential Information. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, (3) Customer disabling access to the Beta Technology; if Customer regains access at a later date, these Terms or a new version of these Terms shall be reinstated, or (4) either Party’s notice to the other of termination of these Terms.
Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
Entire Agreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective July 3rd 2023 to October 19th 2023
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Table of Contents
Camunda Beta Terms
These Camunda Beta Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
Access and Use of the Camunda Beta Technology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
Camunda Beta Use Feedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
Confidential Information. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, or (3) Party’s notice to the other of termination of these Terms.
Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
Order of Preference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
EntireAgreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Effective July 3rd 2023 to July 3rd 2023
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Camunda Beta Terms
These Camunda Beta Terms (“Terms”) set out the terms and conditions under which Camunda Services GmbH, Camunda Inc, or Camunda Ltd (collectively “Camunda”) provides {{CustomerName}} (“Customer”, “You”) access to the Camunda Beta Technology. Do not select the checkbox marking your acceptance of these terms unless (1) you are authorized to accept and agree to these Terms, and (2) you intend to enter and be bound by these Terms. The Terms supplement the governing enterprise agreement (the “Agreement”) by and between Camunda and You (each, a “Party, collectively, “Parties”). The Agreement shall apply in full force and effect except as modified in these Terms. These Terms will be effective upon acceptance ("Effective Date"). Capitalized terms not defined in these Terms are as defined in the Agreement.
1. Camunda Beta Technology
Beta Technology means any version of the Software designated as alpha, beta, limited release, developer preview, non-production, evaluation, or a similar description.
AccessandUseofthe CamundaBetaTechnology. Camunda hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Camunda Beta Technology solely for evaluation, testing, and non-productive purposes. The provisions on access and use of the Software under the Agreement further limit the Customer’s rights to access and use the Camunda Beta Technology accordingly.
Pre-release. The Customer acknowledges that, as of the Effective Date, the Camunda Beta Technology is pre-release, has yet to be fully tested, and may contain errors or bugs that may result in permanent loss, corruption, unintentional exposure of certain data or result in incorrect calculations. Camunda is not obligated to provide Services or maintain any level of Availability for the Camunda Beta Technology. Camunda may not make this Version of Camunda Beta Technology (or any updates or future Versions) generally or otherwise available for production use. Camunda may not back up Customers´ data, which may not be available for retrieval or otherwise compatible or usable with the Software provided and defined in the Agreement. The Camunda Beta Technology provided under these Terms is subject to change at any time without prior notice. Camunda reserves the right to modify, suspend, or discontinue any aspect of the Camunda Beta Technology. The Customer understands that the Camunda Beta Technology is provided as-is and not subject to the representations and warranties contained in the Agreement until the Camunda Beta Technology is generally released as a full product or feature of the Software.
Camunda BetaUseFeedback. Camunda may use any feedback provided by the Customer on the usability of the Camunda Beta Technology, including errors, proposed enhancements without restriction or obligation to the Customer.
Fees. This does not affect the fees due under any Order Form or the Agreement. In addition, the Customer understands that using the Camunda Beta Technology after the termination of these Terms may be subject to payment of fees under the Agreement and applicable Order Forms.
ConfidentialInformation. The Camunda Beta Technology and any related information or materials provided or made available by Camunda under these Terms are Camunda Confidential Information. Customer Data input or uploaded to the Camunda Beta Technology are Customer Confidential Information. Each Party’s obligations regarding the protection of Confidential Information under the Agreement shall also apply to Confidential Information exchanged under these Terms.
2. Warranty
THESE TERMS DO NOT ENTITLE THE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. THE CAMUNDA BETA TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY. CAMUNDA DISCLAIMS FOR ITSELF, ITS SUPPLIERS, SUBCONTRACTORS, OR AGENTS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE CAMUNDA BETA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT THE CAMUNDA BETA TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES, BUGS, WORMS, OR ANY OTHER HARMFUL COMPONENTS, OR SUCCEED IN RESOLVING ANY PROBLEM, AND CAMUNDA SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME. THE CUSTOMER AGREES THAT THE CAMUNDA BETA TECHNOLOGY USE IS AT THE CUSTOMER`S RISK. THE CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF THE CUSTOMER`S APPLICATIONS RUNNING WITH THE CAMUNDA BETA TECHNOLOGY WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE SOFTWARE OR THAT ANY VERSION OF THE CAMUNDA BETA TECHNOLOGY WILL EVER BE MADE AVAILABLE OR MARKETED. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF THE CAMUNDA BETA TECHNOLOGY.
3. Term and Termination
Term. These Terms shall commence on the Effective Date. They shall continue until the earliest to occur of (1) when the Camunda Beta Technology is generally released as a full product or feature of the Software, (2) termination of Customer’s existing Agreement, or (3) Party’s notice to the other of termination of these Terms.
Termination. Either Party may terminate these Terms upon written notice at any time and for any reason.
Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of these Terms, Customer’s right to access and use the Camunda Beta Technology shall immediately terminate, and Customer shall immediately cease all use of the Camunda Beta Technology.
4. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY LAW), IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS (WHETHER DIRECT OR INDIRECT), COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR OPERATION OF THE CAMUNDA BETA TECHNOLOGY, HOWEVER, CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE CAMUNDA`S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAMUNDA`S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS (AS APPLICABLE); OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION.
5. General
OrderofPreference. If there is a conflict between these Terms and the Agreement, these Terms will take precedence.
Relationship Between the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the Parties.
EntireAgreement. These Terms (including any Exhibits hereto) constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in writing, signed by a duly authorized representative of each Party.
Deviation for Customers that have executed an Agreement under German law. Liability. Camunda is liable to the Customer only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising from the death or personal injury of any person nor to liability arising from the German Product Liability Act. Camunda shall be liable for those losses according to the applicable statutory provisions.
Data Act Addendum
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Effective November 7th 2025
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This Addendum implements the EU Data Act (as defined below) and is entered into between Camunda Services GmbH, a German corporation, with its place of business located at Zossener Strasse 55-58, 10961 Berlin, Germany, and registered in the Commercial Register Berlin-Charlottenburg under the number HRB 113230 B ("Camunda") and the Customer as identified in the main Agreement (“Agreement”), and will be subject to, and governed by, the terms of this Agreement.
In the event of a conflict between this Addendum, the Agreement, or any addenda or other schedule to the Agreement, this Addendum will prevail. In case of conflict between this Addendum and any data processing agreement in the meaning of Article 28 GDPR, the respective data processing agreement will prevail.
1. Definitions
For the purposes of this Addendum, capitalized terms used in this Addendum, but not defined herein, will have the meanings set forth in the Agreement and/or other applicable addenda. In addition, the following definitions apply:
"Data"
means Input Data and Processed Data as defined in Camunda’s Online Register of Exportable Data available in Camunda’s Trustcenter via https://trust.camunda.com/documents.
"Data Processing Service(s)”
means the Software and Services purchased by the Customer under the Agreement that qualify as a data processing service as defined by Article 2(8) EU Data Act.
"Destination Provider"
means a different provider of data processing services, as defined in the EU Data Act, that is not Camunda.
"EU Data Act"
means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (Data Act)
"Exportable Data"
means data that is exportable as defined in Camunda’s Online Register of Exportable Data available in Camunda’s Trustcenter via https://trust.camunda.com/documents.
"Notice Period"
means the two-month period commencing upon the receipt by Camunda of a Valid Request.
"ICT"
means information and communication technology.
"Same Service Type"
means a category of data processing service (as defined in the EU Data Act) that shares the same primary objective, data processing service model, and main functionalities as the Data Processing Service(s) provided by Camunda under the Agreement and that is the subject of a Switching request.
"Switching"
means the process whereby Customer changes from using a Data Processing Service of Camunda provided under the Agreement, if any, (i) to using another service of the Same Service Type offered by a Destination Provider, or (ii) to an on-premises ICT infrastructure, including through extracting, transforming, and uploading the data.
"Switching Tools"
means the self-service API functionalities for the Data Processing Services, as defined in Camunda’s documentation at https://docs.camunda.io/docs/apis-tools/working-with-apis-tools/.
"Transitional Period"
means the period commencing on the date starting at the end of the Notice Period initiated by the receipt of a Valid Request.
2. Information Obligations of Camunda
Customer acknowledges that before placing the order for the Data Processing Services, Camunda provided the Customer with clear information about:
available Switching Tools and the conditions of their use;
Camunda's Fees and Early Termination Charges;
Specific services where the obligations on Switching and exit do not apply, where relevant.
Camunda provides an online register that describes data structures and formats, relevant standards, and open interoperability specifications of Exportable Data available in Camunda’s Trust Center via https://trust.camunda.com/documents.
If the Customer requests an in-parallel use of Software or Services in accordance with Article 34 of the Data Act, the clauses governing the requirements in Article 25(2), points (a)(ii), (a)(iv), (e), and (f) of the Data Act in this Addendum shall apply mutatis mutandis to such in-parallel use.
3. Switching Request, Procedure
The Customer initiates the Switching by sending Camunda notice of its intent to switch in the form of a Valid Request, in accordance with this Clause 3. The Notice Period will commence when Camunda receives a Valid Request. If the Customer wishes to switch only with regard to certain Services and the corresponding Data, this must be specified in the Valid Request.
Customer shall specify in the Valid Request the relevant Data Processing Service and whether the Customer intends:
to switch to a Destination Provider of the Same Service Type. In this case, the Customer should provide the necessary details of the Destination Provider and the services offered by the Destination Provider;
to switch to the Customer’s on-premises ICT infrastructure;
to erase their Exportable Data
Camunda confirms to the Customer the receipt of the switching notice using the same way of communication as the one used by the Customer. If the request received does not contain the information required to constitute a Valid Request, Camunda will promptly inform the Customer of which information is missing, and the Customer may resubmit the request with the missing information.
A request for Switching may also be submitted by a third party authorized by the Customer, in which case the request must include proof of the Customer's authorization to the third party.
The Customer shall ensure that any Destination Provider involved in the Switching will cooperate in good faith to make the Switching effective, enable the timely transfer of data, and maintain the continuity of the Data Processing Services concerned.
4. Transitional Period
The Transitional Period shall be thirty (30) days or such other time as agreed by the Parties in writing
If Camunda determines that it will not be technically feasible to complete the Switching within the agreed Transition Period, Camunda shall:
notify the Customer within 14 Working Days after receiving the Valid Request;
indicate an alternative Transitional Period, which must not exceed seven (7) months from the date of the Customer’s Valid Request; and
explain why adhering to the Transition Period is not technically feasible.
The Customer shall confirm the receipt of the notice for the alternative Transitional Period within three (3) Working Days. Failure to confirm receipt will be treated as acceptance of the alternative proposal.
The Customer may extend the Transitional Period once, for a period, but in no case for any period longer than three (3) months ("Alternative Transition Period"). Customer shall notify Camunda in writing, including by adequate electronic means, of their intention until the end of the original Transitional Period and indicate the Alternative Transitional Period.
5. Obligations of Camunda during the Switching
Camunda shall provide reasonable assistance to the Customer and third Parties authorised by the Customer to assist with the Switching once the Switching process starts and throughout its duration. To this effect, Camunda shall:
act with due care to maintain business continuity and continue to provide the functions or Data Processing Service(s) under the Agreement;
maintain a high level of security throughout the Switching, in particular for the security of the Data during their transfer, consistent with the level of security provided in accordance with the terms of this Agreement.
6. Obligations of the Customer during the Switching
The Customer undertakes to take all reasonable measures to achieve effective Switching. The Customer is responsible for the import and implementation of Data in their ICT infrastructure or in the systems of the Destination Provider, including where the Customer uses the Data Processing Services of a third party for these actions.
Customer shall notify Camunda of the successful Switching promptly and without undue delay. Any costs associated with the Customer’s delay shall be borne by the Customer.
If applicable and without prejudice to Article 30(6) of the Data Act, the Customer and Camunda, or third Parties mandated by them, undertake to respect the intellectual property rights of any materials provided in the Switching by Camunda, as well as Camunda's trade secrets, which are considered Confidential Information under the Agreement. The Customer undertakes to provide access to, and enable the use of these materials by third Parties mandated by them only insofar as this is absolutely necessary to complete the Switching and only upon Camunda's explicit authorization and provided that such third Parties are bound by appropriate contractual confidentiality obligations. The access to and use of Camunda’s materials related to the Switching, which are protected by intellectual property rights and/or trade secrets related to the Switching, will be terminated no later than at the end of the agreed Transitional Period, including the Alternative Transitional Period, in full compliance with the confidentiality commitments and the intellectual property rights granted by Camunda. In all other aspects, the Customer’s confidentiality obligations as provided by the Agreement shall remain unchanged by this Addendum.
The Customer shall act in good faith to implement any instructions related to the Switching given by Camunda. The reasonable measures to achieve effective switching on the part of the Customer include, in particular:
preparing the switching process internally (e.g., stopping all access to the Data and informing the user of the unavailability of the system. If a third party is entrusted with switching, providing appropriate instructions to such third party so that it respects the Agreement between the Customer and Camunda).
monitoring the switching process (e.g., check the exported Data during the switching to immediately identify any problems).
appropriate contractual arrangements with the Destination Provider or ensuring appropriate resources for on-premises switching.
7. Data Retrieval and Data Erasure
The Customer may retrieve or erase their Exportable Data during the Data Retrieval Period. The period of the retrieval of Exportable Data shall be thirty (30) days ("Data Retrieval Period").
At the end of the Data Retrieval Period, and if the Switching has been successfully completed, Camunda shall erase all Exportable Data generated by the Customer.
8. Early Termination Charges
If a Valid Request results in the termination of the Agreement before the agreed fixed term of the Agreement, Camunda may invoice Customer for an amount equal to the Fees that would have been due or payable by Customer if the Agreement had not been terminated before the end of its term, minus any costs directly attributable to the performance of the Agreement that Camunda would have incurred by the end of that term but will not incur due to the early termination ("Early Termination Charges"). The Early Termination Charges shall become due and payable in accordance with the payment terms of the Agreement.
9. Termination.
Notwithstanding any provision to the contrary in the Agreement, and without limitation to the termination rights set out in the Agreement, the Agreement will be considered terminated between the Parties on the date that one of the following events occurs:
Where applicable, upon the successful completion of the Switching. If the successful completion of the Switching occurs before the expiry of the agreed duration of the Agreement, then the Early Termination Charges will become due; or
At the end of the Notice Period, if the Customer has requested the erasure of its Exportable Data, upon termination of the Data Processing Service, unless otherwise agreed by the Parties.
10. Warranties.
The Services provided by Camunda under this Addendum are provided "AS IS" and with all faults. The clause(s) that contain Camunda's warranty disclaimer and warranty exclusions as set forth in the Agreement apply mutatis mutandis to such Services.
11. LIMITATION OF LIABILITY
WITHOUT LIMITATION TO THE APPLICATION OF THE LIMITATION OF LIABILITY CLAUSE IN THE AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF CAMUNDA, WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW, OR EQUITY, RELATING TO OR ARISING OUT OF THIS ADDENDUM WILL NOT EXCEED THE LIABILITY AS APPLICABLE UNDER THE AGREEMENT FOR THE PROVISION OF THE RESPECTIVE SOFTWARE AND SERVICES GOVERNED BY THE AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISIONS IN THIS ADDENDUM, CAMUNDA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF THE TRANSMISSION OR USE OF EXPORTABLE DATA, TO ANY PARTY. NOTHING IN THIS CLAUSE SEEKS TO LIMIT THE LIABILITY OF CAMUNDA PARTIES FOR DEATH OR PERSONAL INJURY.
12. Notices
The Parties agree that any notification between them in respect of Switching and exit to be done as agreed in the Agreement.
13. Order of Precedence
In the event of any conflict or inconsistency between these clauses on switching and exit and any other applicable contractual arrangements, terms, conditions or other applicable Agreements related to switching between Data Processing Service, these clauses will take precedence.
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